TMO 10-K & 10-Q changes, risk factors and insider trading

•reducing demand for some of our products and services;

Economic, political, foreign currency and other risks associated with international sales and operations could adversely affect our results of operations. International markets contribute a substantial portion of our revenues, and we intend to continue expanding our presence in these regions. The exposure to fluctuations in currency exchange rates takes on different forms. International revenues and costs are subject to the risk that fluctuations in exchange rates could adversely affect our reported revenues and profitability when translated into U.S. dollars for financial reporting purposes. These fluctuations could also adversely affect the demand for products and services provided by us. As a multinational corporation, our businesses occasionally invoice third-party customers in currencies other than the one in which they primarily do business (which we refer to as the functional currency). Movements in the invoiced currency relative to the functional currency could adversely impact our cash flows and our results of operations. As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In 2024,2025, currency translation had ana unfavorablefavorable effect of $0.08$0.37 billion on revenues due to the strengtheningweakening 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 prior results have been and our future results could be harmed by a variety of factors, including:

•interruption to transportation flows for delivery of raw materials or parts to us and finished goods to our customers;

•the impact of public health emergencies, pandemics, epidemics or other health outbreaks on the global economy, such as the COVID-19 pandemiceconomy;

•diverse data privacyprivacy, protection and protectionlocalization 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 chemicalbiotechnology companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions. Many factors, including public policy spending priorities,priorities such as national procurement initiatives, available resources, cost reimbursement policies, and product and economic cycles, have had and we expect to have a significant effect on the capital spending policies of these entities. Spending by some of these customers fluctuates based on budget allocations and the timely passage of the annual federal budget. AnIn 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. A similar impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending.

We are subject to risks associated with public health emergencies, pandemics, epidemics, or other health outbreaks. Our global operations expose us to risks associated with public health emergencies, epidemics, pandemics and other health outbreaks. These events have had an adverse impact on certain of our operations, supply chains and distribution systems in the past, and may again in the future, and we may experience unpredictable reductions in supply and demand for certain of our products and services. National, state and local governments may implement safety precautions, including quarantines, border closures, increased border controls, travel restrictions, shelter in place orders and shutdowns and other measures. These measures may disrupt normal business operations and may have significant negative impacts on businesses and financial markets worldwide. Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work may be significantly impacted by future epidemics and pandemics.pandemics, including their residual effects.

We must develop new products, adapt to rapid and significant technological change, respond to introductions of new products and services by competitors and maintain quality to remain competitive. Our growth strategy includes significant investment in and expenditures for product and service development. We sell our products 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 increasedtimely, responsible and effective adoption and use of artificialemerging intelligence,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 can.can, and may achieve cost or quality advantages that we cannot match. Without the timely introduction of new products, services and enhancements, our products and services will likely become technologically obsolete over time, in which case our revenues and operating results would suffer.

Many of our existing products and 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 and services to develop, test and manufacture their own products. As a result, we must anticipate industry trends and develop products and services in advance of the commercialization of our customers’ products. 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. If we fail to adequately develop products or predict our customers’ needs and future activities, we may invest heavily in research and development of products and services that do not lead to significant revenues.

•finding new markets for our products and services; and

Moreover, we have acquired many companies and businesses. As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily tradenamestrade names) on our balance sheet, which amount to approximately $45.85$49.36 billion and $1.24$1.23 billion, respectively, as of December 31, 2024.2025. In addition, we have definite-lived intangible assets totaling $14.30$14.60 billion as of December 31, 2024.2025. We assess the realizability of goodwill and indefinite-lived intangible assets annually as well as whenever events or changes in circumstances indicate that these assets may be impaired. We assess the realizability of definite-lived intangible assets whenever events or changes in circumstances indicate that these assets may be impaired. These events or circumstances would generally include operating losses or a significant decline in earnings associated with the acquired business or asset. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of these businesses. These cash flows in turn depend in part on how well we have integrated these businesses. If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets.

Our reliance upon sole or limited sources of supply for certain materials or components could cause production interruptions, delays and inefficiencies. Some of our businesses purchase certain materials from sole or limited source suppliers for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design. If these or other suppliers encounter financial, operating or other difficulties, or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply. 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, cybersecurity incidents including but not limited to ransomware attacks, misuse of AI and machine learning technologies, governmental actions and legislative or regulatory changes. Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies.

A significant cyber-attack or other disruption in, or breach in security of, our information technology systems could adversely harm our operating results and financial condition, damage our reputation or otherwise materially harm our business. We rely on information technology systems to process, transmit and store electronic information (including sensitive data such as confidential business information, medical information, financial data and personally identifiable data relating to employees, customers and other business partners) and to manage or support a variety of critical business processes and activities (such as interacting with suppliers, selling our products and services, fulfilling orders and billing, collecting and making payments, shipping products, providing services and support to customers, tracking customer activity, fulfilling contractual obligations and otherwise conducting business). We use a risk-based approach to implementing security controls, reviewing the security controls of certain key business partners and third-party service providers and conducting due diligence on companies we propose to acquire. 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, 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 become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of artificial intelligence.AI. Despite our and our third-party providers’ implementation of security measures, our products, services, and systems and data, are vulnerable to cyber-attacks, data breaches, malware, inadvertent error, disruptions, tampering or other theft or misuse, including by employees, contingent workers, malicious actors, or nation-states or their agents. Although most of our systems leverage data backups, our disaster recovery planning is not sufficient for every eventuality. In addition, our customers rely upon our products (i.e., instruments, etc.) within their environments, which may be at risk of compromise. Risks affecting our products may include those associated with remote access solutions, system vulnerabilities, or delay of security updates, which may require customers to take action such as network isolation, password change, or manual update.

Our success is largely dependent upon our ability to attract and retain a highly qualified workforce, comprised of scientific, technical, clinical, and management talent. We have in the past, and may in the future, have difficulty in attracting and retaining such talent. 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 culture.culture (including where there is high demand for new products, services, and technologies, such as related to AI). Macroeconomic shifts such as increased competition for employees and wage inflation, have previously and could in the future affect our talent retention, turnover rates and operational costs. We cannot ensure that we will be able to hire or retain the personnel necessary for our operations or that the departure of any personnel will not have a material impact on our financial condition and results of operations.

Increasing attention to environmental, social and governancesustainability matters may impact our business, financial results, stock price or reputation. We face increasing scrutiny from stakeholders related to our environmental, social and governancesustainability practices and disclosures. Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on such practices and related disclosures and in recent years have placed increasing importance on the implications and social cost of their investments. In addition, government organizations are enhancing or advancing legal and regulatory requirements specific to these matters. The heightened stakeholder focus on sustainability issues related to our business requires the continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements. A failure to adequately meet evolving stakeholder expectations may result in noncompliance, the loss of business, reputational impacts, diluted market valuation, an inability to attract customers and an inability to attract and retain top talent. In addition, if legislation or regulations are enacted or promulgated in the U.S. or in any other jurisdiction in which we do business that impose more stringent restrictions and requirements than our current legal or regulatory obligations, we and companies in our supply chain may experience increased compliance burdens and costs to meet the regulatory obligations, which could cause disruption in the sourcing, manufacturing and distribution of our products and adversely affect our business, financial condition or results of operations. In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our profitability.

New governmental regulations or changes in existing governmental regulations may reduce demand for our products or increase our expenses. We compete in many markets in which we and our customers must comply with federal, state, local and international regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations, such as the Inflation Reduction Act of 2022 (IRA), which contains drug price negotiation provisions, or change in the interpretation of existing regulations, could reduce demand for our products or increase our expenses. For example, we manufacture pharmaceuticals and many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs. 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 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 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. The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

A violation of data privacy or data protection laws could adversely harm our operating results and financial condition, damage our reputation or otherwise materially harm our business. As a global organization, we are subject to data privacy and data protection laws, rules, and customer-imposed controls as a result of producing, collecting, processing, storing and transmitting confidential, personal and/or sensitive data in the course of our business. A significant number of countries where we operate have enacted privacy or data protection laws, rules and regulations, the majority of which have extraterritorial scope, creating significant compliance challenges as we seek to maintain our global reach, with significant penalties for non-compliance, based on total worldwide annual revenue from the preceding financial year. In some cases, there are restrictions on the transfer of personal data outside the home country. More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of artificial intelligence,AI, biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms. For example, in the U.S., individual states regulate data breach and security requirements, and multiple governmental bodies assert authority over aspects of the protection of personal privacy. European laws require us to have an approved legal mechanism to transfer personal data out of Europe, and the EU General Data Protection RegulationGDPR imposes significantly stricter requirements in how we collect and process personal data. Several countries, such as China, have passed laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions. Any actual or perceived noncompliance with these laws, rules and regulations, our internal policies and procedures or our contracts governing the processing of personal data could result in significant consequences, including, among other things, business interruption, sanctions and significant pecuniary fines, regulatory inquiries and investigations, adverse publicity, loss of competitive advantage and customer trust, as well as privacy litigation and civil lawsuits with damages, any of which may adversely affect our business, reputation and financial statements. The importance of privacy and data protection laws, rules and regulations for our industry specifically is constantly growing, as personal data is an integral part of doing business in our sectors, and the legal standards are evolving and becoming more complex worldwide.

The manufacture, distribution and marketing of many of our products and services, including medical devices, and our pharma and clinical development services, are subject to extensive ongoing regulation by the FDA, the DEA, the EMA, and other equivalent local, state, federal and non-U.S. regulatory authorities. In addition, we are subject to inspections by these regulatory authorities. Failure by us or by our customers to comply with the requirements of these regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. 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. We are the sole manufacturer of a number of pharmaceuticals for many of our customers and a negative regulatory event could impact our customers’ ability to provide products to their customers.

Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents, business partners or other third parties. We have internal controls and compliance systems to protect the company against acts committed by employees, agents or businesses that we acquire that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, money laundering and data privacy, but these controls and systems may not be sufficient to prevent every such wrongful act. 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 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. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and nonmonetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies which we acquire. We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements. 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. In addition, any allegations of issues resulting from the misuse of our products could, even if untrue, adversely affect our reputation and our customers’ willingness to purchase products from us. Any such allegations could cause us to lose customers and divert our resources from other tasks, which could materially and adversely affect our business and operating results.

Our inability to protect our intellectual property could have a material adverse effect on our business. In addition, third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result. We place considerable emphasis on obtaining patent and trade secret protection for significant new technologies, products and processes because of the length of time and expense associated with bringing new products through the development process and into the marketplace. Our success depends in part on our ability to develop patentable products and obtain, defend and enforce patent protection for our products both in the U.S. and in other countries. We own numerous U.S. and foreign patents, and we intend to file additional applications, as appropriate, for patents covering our products. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages. 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. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. We could incur substantial costs to defend ourselves in suits brought against us or in suits in which we may assert our patent rights against others. An unfavorable outcome of any such litigation could materially adversely affect our business and results of operations.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”). 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. The OECD and implementing countries are expected to continue to make further revisions to their legislation and release additional guidance. We are closely monitoring developments of the Pillar Two rule and are currently evaluating the potential impacts in each of the countries in which we operate; however, we currently do not expect the Pillar Two rule to have a material impact on our effective tax rate.

Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 11): Life Sciences Solutions, Analytical Instruments, Specialty DiagnosticsDiagnostics, and Laboratory Products and Biopharma Services.

•High-impact innovation,innovation;

•Our trusted partner status with customers,customers; and

GAAP operating income margin and adjusted operating income margin decreasedincreased in 20242025 due primarily to very strong productivity improvements, partially offset by unfavorable business mix and strategic investments, partially offset by productivity improvements. The decreases ininvestments. GAAP operating income margin duringin 2025 also benefited from lower amortization expense when compared to 2024; werehowever, morethis thanwas partially offset by lowerhigher levelstransaction-related of amortization expense.costs. We estimate that charges for restructuring and related actions incurred for headcount reductions and facility consolidations, which resulted in charges ofwere approximately $0.3 billion in 20242025 and $0.3 billion in 2023,2024, will realize annual cost savings of approximately $0.2$0.5 billion and $0.6$0.2 billion, respectively, primarily due to reduced employee and facility expenses.

The company’s references to strategic investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees. The company’s references throughout this discussion to productivity improvements generally refer to improvedthe costimpact efficiencies fromof its Practical Process Improvement (PPI) businessBusiness systemSystem to address inflation, includingdrive cost efficiencies and improve profitability. The 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.

On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions. The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions. It also complements the existing life sciences and mass spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.

The increase in organic revenues in 20242025 was duedriven to very strong growth inby the electronbioproduction microscopybusiness. business,On partiallya offsetreported basis, the bioproduction business grew $548 million, driven by declineshigher indemand from pharma and biotech customers, as well as the otherimpact instrumentationfrom businesses.the 2025 acquisition of the filtration and separation business. Genetic sciences grew $82 million, driven by the 2024 acquisition of Olink. The decrease in segment income margin resulted primarily from the impact from acquisitions, unfavorable business mixmix, and strategic investments, largelypartially offset by very strong productivity improvements.

Organic revenues were flat in 20242025 primarily due to growth in the researchelectron microscopy and safety channelchromatography and clinicalmass researchspectrometry business,businesses, largely offset by decreased demanddeclines in COVID-19the vaccineschemical analysis business. On a reported basis, the electron microscopy business and therapies-relatedchromatography activity.and mass spectrometry business grew $87 million and $83 million, respectively, partially offset by a decline of $78 million in the chemical analysis business. The decrease in segment income margin wasresulted primarily duefrom tothe impacts of tariffs and related foreign exchange, strategic investments, and unfavorable business mix and strategic investments,mix, partially offset by strong productivity improvements.

Net interest expense (interest expense less interest income) decreasedincreased due primarily to higherlower cash, and cash equivalents and short-term investments balances, as well as higherlower interest rates on these balances when compared to 2023.2024. See additional discussion under the caption “Liquidity and Capital Resources” below. In 20242025 and 2023,2024, the company’s net interest expense was reduced by approximately $264$283 million and $116$264 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).

GAAP other income/(expense) and adjusted other income/(expense) includes currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/(income), excluding the service cost component. GAAP other income/(expense) in 20242025 and 20232024 also includes $20$14 million and $(45)$20 million, respectively, of net gains/(losses) on investments. GAAP other income/(expense) in 2025 also includes $8 million of settlement charges for pension plans.

The GAAP tax rate in 2024 was impacted by $176 million of expense, net, for a provision associated with a tax audit. The company’s 2024 GAAP and adjusted tax rates were also impacted by tax benefits of $459 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income. The company’s GAAP tax rate in 2024 was also impacted by $176 million of expense, net, for a provision associated with a tax audit.

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. The effective tax rates in both 20242025 and 20232024 were also affected by relatively significant earnings in lower tax jurisdictions. Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes were higher than its income tax expense for financial reporting purposes. See additional discussion under the caption “Liquidity and Capital Resources” below.

Weighted average diluted shares decreased in 20242025 compared to 20232024 due to share repurchases, net of option dilution.repurchases.

Approximately half of the company’s cash balances and cash flows from operations are fromgenerated outside the U.S. The company uses its non-U.S. cash for needs outside of the U.S.U.S., including acquisitions, capacity expansion, and repayment of third-party foreign debt by foreign subsidiaries. In addition, the company also transfers cash to the U.S. using non-taxable intercompany transactions, including loans and returns of capital, as well as dividends where the related U.S. dividend received deduction or foreign tax credit equals any tax cost arising from the dividends. As a result of using such means of transferring cash to the U.S., the company does not expect any material adverse liquidity effects from its significant non-U.S. cash balances for the foreseeable future.

In addition to the obligations on the balance sheet at December 31, 2024,2025, which include, but are not limited to the agreement to acquire Clario Holdings, Inc. (Note 12), pension obligations (Note 14), unrecognized tax benefits (Note 7), debt (Note 3), operating leases (Note 13), and contingent consideration (Note 4), the company also has unconditional purchase obligations in the ordinary course of business that include agreements to purchase goods, services or fixed assets, pay royalties, and fund capital commitments pursuant to investments held by the company (Note 5).

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP),GAAP, we use certain non-GAAP financial measures such as organic revenue growth, which is reported revenue growth, excluding the impacts of revenues from acquired/divested businesses and the effects of currency translation. We report organic revenue growth because Thermo Fisher management believes that in order to understand the company’s short-term and long-term financial trends, investors may wish to consider the impact of acquisitions/divestitures and foreign currency translation on revenues. Thermo Fisher management uses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to prior periods.

We report adjusted operating income, adjusted operating income margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s core operating performance, especially when comparing such results to previous periods, forecasts, and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. To calculate these measures we exclude, as applicable:

•Certain acquisition-relatedtransaction-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction/acquisition-relatedtransaction-related third-party costs, including changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions. We exclude these costs because we do not believe they are indicative of our normal operating costs.

We report free cash flow, which is operating cash flow excludingless net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. The company also uses this measure as an indication of the strength of the company. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure.

(a)Adjusted results in 2024 and 2023 exclude charges for inventory write-downs associated with large-scale abandonment of product lines, accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations,consolidations and charges for the sale of inventory revalued at the date of acquisition. 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.

(b)Adjusted results in 2024 and 2023 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions,costs, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation.litigation, Adjusted results in 2024 also exclude $7 million ofand accelerated depreciation on fixed assets to be abandoned due to facility consolidations.

(c)Adjusted results in 2024 and 2023 exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, charges for environmental-related matters, net charges/credits for pre-acquisition litigation and other matters, net gains/losses on the sale of real estate, charges for environmental-related matters, and abandoned facility and other expenses of headcount reductions and real estate consolidations. Adjusted results in 20232025 also exclude $26$51 million of contractcharges terminationfor costsdisposition associatedof witha facilityconsolidated closures.joint venture.

(d)Adjusted results exclude net gains/losses on investments. Adjusted results in 2025 also exclude $8 million of settlement charges for pension plans.

(e)Adjusted results in 2024 and 2023 exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changeschanges, and the tax impacts from audit settlements. Adjusted results in 2023 also exclude $14 million of net charges for pre-acquisition matters.

The company evaluates goodwill and indefinite-lived intangible assets for impairment annually and when events occur or circumstances change that would more likely than not reduce the fair value of an asset below its carrying amount. Events or circumstances that might require an interim evaluation include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts, among others. Goodwill and indefinite-lived intangible assets totaled $45.85$49.36 billion and $1.24 billion, respectively, at December 31, 20242025 (see Note 2 for additional information). Estimates of discounted future cash flows require assumptions related to revenue and operating income margin growth rates, discount rates and other factors. For the goodwill impairment tests, theThe company also considers (i) peer revenues and earnings trading multiples from companies that have operational and financial characteristics that are similar to the respective reporting units and (ii) estimated weighted average costs of capital. Different assumptions from those made in the company’s analysis could materially affect projected cash flows and the company’s evaluation of goodwill and indefinite-lived intangible assets for impairment.

The company performed the quantitative goodwill impairment test for all of its reporting unitsunits, andexcept indefinite-livedas intangiblediscussed assets.below. Determinations of fair value based on projections of discounted cash flows, which generally increased from the prior year projections primarily due to lower discount rates, and based on peer revenues and earnings trading multiples, which alsowere generally consistent with the prior year, were sufficient to conclude that no impairments of goodwill existed at the end of the tenth fiscal month of 2025, the date of the company’s annual impairment testing. There were no interim impairments of goodwill in 2025. There can be no assurance, however, that adverse events or conditions will not cause the fair values of these

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. There were no interim impairments of goodwill or indefinite-lived intangible assets in 2024. There can be no assurance, however, that adverse events or conditions will not cause the fair values of these assets to decline. Should the fair values of the company’s reporting units or indefinite-lived intangible assets decline because of reduced operating performance, market declines, or other indicators of impairment, or as a result of changes in the discount rates, charges for impairment may be necessary.

Definite-lived intangible assets totaled $14.30$14.60 billion at December 31, 20242025 (see Note 2 for additional information). Certain definite-lived intangible assets have largely independent cash flows. The company reviews these definite-lived intangible assets for impairment individually when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Actual cash flows arising from a particular intangible asset could vary from projected cash flows, which could imply different carrying values from those established at the dates of acquisition and which could result in impairment of such asset. Most of the company’s definite-lived intangible assets are used in conjunction with other assets, such as property, plant and equipment and operating lease right-of-use assets. In these situations, the company considers the asset groups to be the units of account for impairment testing. The company recorded definite-lived intangible asset impairments of $0.01 billion in 2023.

Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 11): Life Sciences Solutions,Solutions; Analytical Instruments,Instruments; Specialty Diagnostics,Diagnostics; and Laboratory Products and Biopharma Services.

During the firstsecond three monthsquarter of 2026, revenuecustomer activity continued to strengthen across our end markets. Revenue growth was strong in the pharma and biotech market, with performance driven by strengthening underlying market conditions. Revenues in the academic and government market declined, driven by muted macro conditions in the U.S.grew, and China. Revenue to customersgrowth in the industrial and applied market was flat.strong, both driven by customer demand for our innovative high-end instruments. Revenue to customers in the diagnostics and healthcare market declined.was also strong. During the firstsecond three monthsquarter of 2026, sales grewincreased slightlyacross inall Northmajor Americageographies. andRevenue weregrowth flatwas strong in Europe and Asia-Pacific, withincluding China declining slightly. The first quarter of 2026 was also impacted by one fewer selling day than the first quarter of 2025.China. Contributions to organic revenue during the firstsecond three monthsquarter of 2026 were led by the Laboratory Products and Biopharma Services segment and, to a lesser extent, the Life Sciences Solutions segment, offset in part by declines inand the Analytical Instruments and Specialty Diagnostics segments.segment.

•High-impact innovation,innovation;

•Our trusted partner status with customers,customers; and

On March 24, 2026, the company acquired, within the Laboratory Products and Biopharma Services segment, Clario Holdings, Inc., a U.S.-based leading provider of endpoint data solutions for clinical trials. The acquisition expands the segment’s portfolio with the addition of highly complementary clinical research offerings, enabling customers to gain critical insights from patientclinical data to improve decision-making, accelerate innovation and drive greater productivity.

The increase in organic revenues in the firstsecond quarter of 2026 was primarily driven by the bioproduction business. On a reported basis, the bioproduction business grew $222$196 million, which contributed 98 percentage points of reported growth in the segment, driven by higher demand from pharma and biotech customers, as well as the impact from the 2025 acquisition of the filtration and separation business. The increase in segment income margin resulted primarily from exceptionallyvery strong productivity improvements, offset in part by unfavorable business mix, and the impact from the acquisition of the filtration and separation business.business and unfavorable business mix.

The decreaseincrease in organic revenues in the first quartersix months of 2026 was driven by the impactbioproduction ofbusiness, onepartially feweroffset sellingby daydeclines in the currentbiosciences year quarter, and strong performance in the prior year quarter.business. On a reported basis, the healthcarebioproduction marketbusiness channelgrew declined $43$417 million, partially offsetdriven by growthhigher acrossdemand from pharma and biotech customers, as well as the diagnosticsimpact businesses.from the 2025 acquisition of the filtration and separation business. The increase in segment income margin wasresulted drivenprimarily byfrom exceptionally strong productivity andimprovements, favorable impacts of foreign exchange,partially offset inby partthe byimpact from the filtration and separation business acquisition and unfavorable volumebusiness leverage.mix.

The increase in organic revenues in the first quartersix months of 2026 was primarily due to strong growth in the clinical research businesschromatography and themass researchspectrometry and safety market channel.business. On a reported basis, the clinical research business, pharma services business,chromatography and themass researchspectrometry and safety market channelbusiness grew $189$63 million, $134 million, and $100 million, respectively, which contributed 3 percentage points, 2 percentage points, and 2 percentage points, respectively,points of reported growth in the segment. The decreaseincrease in segment income margin was primarily driven by unfavorable business mix, strategic investments and unfavorable impacts of foreign exchange, largely offset by very strong productivity improvements.

Net interest expense (interest expense less interest income) in the second quarter and first threesix months of 2026 increasedincreased, due primarily to the increase in debt for general corporate purposes and the company’s capital deployment initiatives, which included financing stock buybacks, paying dividends, and acquiring Clario (Note 12),. partiallyIn offsetthe bysecond higher average cash, cash equivalentsquarter and short-term investments balances when compared to the first threesix months of 2025.2026, the company’s net interest expense was reduced by approximately $98 million and $194 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements. In the second quarter and first threesix months of 2026 and 2025, the company’s net interest expense was reduced by approximately $96$66 million and $67$133 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).

GAAP other income/(expense) and adjusted other income/(expense) includesinclude currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/income, excluding the service cost component. GAAP other income/(expense) in the first three months of 2026 and 2025 also includes $(1) million and $1 million, respectively, of net gains/(losses) on investments.

As of MarchJune 28,27, 2026, the company’s short-term obligations and current maturities of long-term obligations totaled $3.09$3.37 billion. During the first quarter of 2026, the company amended its revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit to extend the expiration date by one year to January 7, 2028 (Note 3). If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of MarchJune 28,27, 2026, no borrowings were outstanding under the company’s revolving credit facility.

During the first threesix months of 2026, cashnet income provided bysubstantially income was offset in part by investments in working capital. Changes in other assets and liabilities usedall cash offrom $0.45operating billion primarily due to the timing of payments for compensation and income taxes.activities. Cash payments for income taxes were $0.35$0.67 billion during the first threesix months of 2026.

During the first threesix months of 2025, cash provided by net income was offset in part by investments in working capital. Changes in other assets and liabilities used cash of $1.19$1.43 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $0.65$1.20 billion during the first threesix months of 2025.

During the first threesix months of 2026, acquisitions used cash of $8.87 billion. The company’s investing activities also included purchases of $0.38 billion for the purchasePurchases of property, plant and equipment for capacity and capability investments.investments used cash of $0.83 billion. The company’s investing activities also included $0.48 billion of net proceeds from terminations of cross-currency interest rate swaps.

During the first threesix months of 20252025, the company’s investing activities included purchases of $0.36$0.66 billion for the purchase of property, plant and equipment for capacity and capability investments.

During the first threesix months of 2026, issuance of debt and net commercial paper activity provided $5.63$5.24 billion of cash. Repayment of debt used cash of $1.41 billion. The company’s financing activities also included the repurchase of $3.00$4.00 billion of the company’s common stock (4.96.9 million shares), and the payment of $0.16$0.34 billion in cash dividends. 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 threesix months of 2026 were under this program. At MayJuly 1,31, 2026, $2.00$1.00 billion was available for future repurchases of the company’s common stock under this authorization.

During the first threesix months of 2025, issuance of debt provided $2.84 billion of cash. Repayment of senior notesdebt used cash of $0.84$1.63 billion. The company’s financing activities also included the repurchase of $2.00 billion of the company’s common stock (3.6 million shares) and the payment of $0.15$0.31 billion in cash dividends.

(b)Adjusted results exclude certain third-party expenses, principally transaction/integration costs, and charges/credits for changes in estimates of contingent acquisition consideration.consideration, Adjusted results in 2026 also exclude $2 million ofand accelerated depreciation on fixed assets to be abandoned due to facility consolidations.

Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2025 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no significant changes in the company’s critical accounting policies during the first threesix months of 2026.