8-K - TMO - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2025

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware	1-8002	04-2209186
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $1.00 par valueTMONew York Stock Exchange3.200% Notes due 2026TMO 26BNew York Stock Exchange1.400% Notes due 2026TMO 26ANew York Stock Exchange1.450% Notes due 2027TMO 27New York Stock Exchange1.750% Notes due 2027TMO 27BNew York Stock Exchange0.500% Notes due 2028TMO 28ANew York Stock Exchange1.375% Notes due 2028TMO 28New York Stock Exchange1.950% Notes due 2029TMO 29New York Stock Exchange0.875% Notes due 2031TMO 31New York Stock Exchange2.375% Notes due 2032TMO 32New York Stock Exchange3.650% Notes due 2034TMO 34New York Stock Exchange2.875% Notes due 2037TMO 37New York Stock Exchange1.500% Notes due 2039TMO 39New York Stock Exchange1.875% Notes due 2049TMO 49New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2025, the Board of Directors (the “Board”) of Thermo Fisher Scientific Inc. (the “Company”), following a thorough evaluation, approved the grant of 5-year cliff vesting performance-based restricted stock units (the “Award”) to Marc N. Casper, the Company’s Chairman, President and Chief Executive Officer (“CEO”), to secure his continued leadership through at least May 2030, and to drive substantial returns to shareholders through total shareholder return (“TSR”) outperformance over the long-term.

The Board has determined that securing Mr. Casper’s continued leadership through at least May 2030 is in the best interests of shareholders as evidenced by his long-term track record of success in executing the Company’s growth and capital deployment strategy through a variety of macroeconomic environments. Through Mr. Casper’s leadership, the Company has more than quadrupled its annual revenue and has transformed into an industry leader and significant driver of innovation in life sciences. The Board’s decision was informed by these and other important factors, including the receipt of shareholder feedback which underscored the importance of Mr. Casper’s continued leadership for the long-term.

Award Supported by Robust Review Process

As noted above, in approving the Award, the Board, in consultation with its independent compensation consultant, considered, among other factors:

-Mr. Casper’s proven track record of value creation as the Company’s CEO, with 30 years of industry experience and 24 years of service and experience in leadership roles at the Company.

-During his tenure, the Company has achieved TSR of over 800%, more than double the 365% TSR for the S&P 500 Equal Weight Index (the “S&P 500”) during the same time period.

-During Mr. Casper’s tenure, the Company’s annual revenue has grown from $10 billion to $43 billion, and his successful execution of the Company’s growth and capital deployment strategy has resulted in meaningful market share gains and industry leadership.

-Mr. Casper’s success in guiding the Company through a variety of macroeconomic environments.

-Investor feedback reflecting the importance of maintaining continuity of the Company’s executive leadership to support long-term shareholder value creation.

-Market compensation practices, CEO pay opportunities, and the performance-based structure of long-tenured CEO compensation within the Company’s peer group and the broader market.

Based on this review, the Board determined that the Award appropriately incentivizes robust shareholder returns in alignment with market practices and the Company’s pay-for-performance philosophy.

Long-Term Incentive Award Designed to Incentivize Sustained Shareholder Value Growth

The approved 5-year cliff vesting Award has a target grant date fair value of approximately $60 million and is designed to drive substantial return to shareholders through TSR outperformance, while also securing Mr. Casper’s leadership over the next five-year period.

The Award consists of performance-based restricted stock units granted under the Company’s Amended and Restated 2013 Stock Incentive Plan, which are eligible to be earned based on the Company’s TSR relative to the S&P 500 over a performance period from May 1, 2025 to December 31, 2029, and cliff vest on May 21, 2030, subject to certain exceptions, provided that Mr. Casper is, and at all times since grant has been, CEO or Executive Chairman of the Company on such date. Achievement of TSR at the 50th percentile relative to the S&P 500 will result in a payout at target. TSR performance at or above the 75th percentile will earn 125% of the target Award opportunity, while performance below the 25th percentile will result in a 50% reduction in the target Award. Payouts for performance between the 25th and 50th percentile, or the 50th and 75th percentile will

be determined using linear interpolation. Any earned shares will be capped at target in the event of negative absolute TSR over the performance period. To further incentivize sustained performance and alignment with long-term shareholder interests, delivery of shares earned pursuant to the Award will be deferred for an extended period and delivered in equal tranches on the 8th, 9th, and 10th anniversaries, respectively, following the grant date, ensuring long-term alignment with shareholder interests. The performance-based restricted stock unit grant is non-recurring and is not part of Mr. Casper’s regular annual compensation.

The foregoing description is qualified in its entirety by reference to the Performance Restricted Stock Unit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This communication contains forward-looking statements that involve a number of risks and uncertainties, including statements about future growth and the expected tenure of key personnel. Words such as “believes,” “anticipates,” “plans,” “expects,” “secure,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: any natural disaster, public health crisis or other catastrophic event; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Fisher’s Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the U.S. Securities and Exchange Commission (“SEC”) and available in the “Investors” section of Thermo Fisher’s website, ir.thermofisher.com, under the heading “SEC Filings,” and in any subsequent Quarterly Reports on Form 10-Q and other documents Thermo Fisher files with the SEC. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to today.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of May 21, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THERMO FISHER SCIENTIFIC INC.
Date:	May 22, 2025	By:	/s/ Michael A. Boxer
			Michael A. Boxer
			Senior Vice President and General Counsel

Document

Exhibit 10.1

THERMO FISHER SCIENTIFIC INC.

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

This Performance-based Restricted Stock Unit Agreement (the “Agreement”) is made as of the Award Date set forth below between Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), and the Participant named below.

Notice of Award

Name of participant (the “Participant”):	Marc N. Casper
Award date (“Award Date”):	May 21, 2025
Number of shares of the Company’s Common Stock subject to this Award (“Shares”):	141,538

Vesting Schedule:

Vesting date (“Vesting Date”): May 21, 2030	Number of RSUs that vest: See Schedule A
Except as otherwise provided in this Agreement, all vesting is dependent on the Participant remaining an Eligible Participant (as defined in Exhibit A) through the applicable Vesting Date.

This Agreement includes this Notice of Award and the following Exhibits, which are expressly incorporated by reference in their entirety herein:

Exhibit A – General Terms and Conditions

Schedule A – Vesting Schedule for Performance-based Restricted Stock Units

This Agreement must be accepted on the final page below.

EXHIBIT A

GENERAL TERMS AND CONDITIONS

1.Award of Restricted Stock Units.

This Agreement (including the Notice of Award) sets forth the terms and conditions of an award on the Award Date set forth in the Notice of Award, by the Company to the Participant of that number of restricted stock units of the Company set forth in the Notice of Award (individually, an “RSU” and collectively, the “RSUs” or the “Award”). Each RSU represents the right to receive one share of common stock, $1.00 par value, of the Company (“Common Stock”) pursuant to the terms, conditions and restrictions set forth in this Agreement and in the Company’s Amended and Restated 2013 Stock Incentive Plan, as from time to time amended (the “Plan”). The number of RSUs set forth in the Notice of Award is referred to as the “Target Award.” Capitalized terms used in this Agreement and not otherwise defined shall have the same meaning as in the Plan.

2.Vesting Schedule.

Except as otherwise provided in paragraphs (b) through (e) of Section 3 and the Plan, the RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Award and Schedule A below, provided that on the Vesting Date, the Participant is, and has been at all times since the Award Date, either the Chief Executive Officer or Executive Chairman of the Company (an “Eligible Participant”).

3.Additional Vesting Provisions.

(a)Termination of Relationship with the Company. In the event that the Participant ceases to be an Eligible Participant for any reason other than those set forth in paragraphs (b) through (e) below before the Vesting Date, the RSUs that have not previously vested shall be immediately forfeited to the Company.

(b)Death or Disability. In the event that the Participant ceases to be an Eligible Participant by reason of death or Disability prior to the end of the Performance Period (as defined in Schedule A), 100% of the Target Award shall vest upon the date of such termination of employment. In the event that such termination occurs on or after the end of the Performance Period but prior to the Vesting Date, the greater of 100% of the Target Award and the number of RSUs that would vest based on actual performance as set forth on Schedule A shall vest on the Vesting Date.

(c)Discharge without Cause or for Good Reason. In the event that the Participant’s employment or service is terminated by the Company and ceases to be an Eligible Participant prior to the Vesting Date without “Cause” (as defined in Section 1.2 of the 2009 Restatement of Executive Severance Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “Severance Agreement”)) or by the Participant for Good Reason (as defined in Section 1.4 of the Severance Agreement) and such termination does not entitle the Participant to severance benefits under the Executive Change in Control Retention Agreement between the Company and the Participant dated November 21, 2009, as may be amended from time to time (the “CIC Agreement”), then the number of the RSUs subject

to vest shall be the number of RSUs that would vest based on actual performance as set forth on Schedule A, but defining the Performance Period as the period commencing on May 1, 2025 and ending on the date prior to the date the Participant’s employment or service is terminated, by the Company without Cause, or by the Participant for Good Reason, each as defined in the Severance Agreement, and such number of RSU’s subject to vest shall be prorated (based on the ratio of (x) the number of days that have elapsed in the Performance Period to (y) the total number of days in the original Performance Period as defined on Schedule A), and the remaining RSUs shall be forfeited for no consideration and the Participant shall have no further rights with respect thereto.

(d)Change in Control Event. Upon a Change in Control Event during the Performance Period pursuant to which the RSUs either remain outstanding or are assumed by the acquiring or succeeding entity, the RSUs shall convert into a number of time-vested restricted stock units (“Time-Vesting RSUs”) equal to the greater of 100% of the Target Award and the number of RSUs that would vest based on actual performance as set forth on Schedule A, but defining the Performance Period as the period commencing on May 1, 2025 and ending on the date prior to the effective date of the Change in Control Event. Any RSUs that do not convert into Time-Vested RSUs pursuant to the preceding sentence shall be forfeited for no consideration upon the consummation of the Change in Control Event and the Participant shall have no further rights with respect thereto. The Time-Vesting RSUs shall vest on the Vesting Date, provided that the Participant continues to be an Eligible Participant through such date; provided further however that in the event that the Participant’s ceases to be an Eligible Participant as a result of a termination of his employment by the Company without “Cause” (as defined in Section 1.3 of the CIC Agreement) or by the Participant for Good Reason (as defined in Section 1.4 of the CIC Agreement), then 100% of the Time-Vesting RSUs shall vest immediately upon such termination. Upon a Change in Control Event occurring during the Performance Period pursuant to which the RSUs do not remain outstanding and/or are not assumed or converted by the acquiring or succeeding entity, the greater of 100% of the Target Award and the number of RSUs that would vest based on actual performance as set forth on Schedule A, but defining the Performance Period as the period commencing on May 1, 2025 and ending on the date prior to the effective date of the Change in Control Event, shall vest immediately prior to the consummation of the Change in Control Event and any RSUs that do not vest pursuant to this sentence shall be forfeited for no consideration upon the consummation of the Change in Control Event and the Participant shall have no further rights with respect thereto. Upon a Change in Control Event occurring after the end of the Performance Period but before the Vesting Date, the greater of 100% of the Target Award and the number of RSUs that would vest based on actual performance as set forth on Schedule A shall vest on the Vesting Date.

(e)Discharge for Cause. In the event that the Participant is discharged by the Company (or a Subsidiary or Affiliate) for “Cause” (as defined in Section 1.2 of the Severance Agreement), all unvested RSUs and all vested RSUs that have not been delivered in accordance with Section 4 below shall terminate immediately upon the effective date of such discharge. The Participant shall be considered to have been discharged for Cause if the Company determines, within thirty (30) days after the Participant’s resignation, that discharge for Cause was warranted.

4.Delivery of Shares.

(a)Except as provided in (b) below, the Company shall deliver the Shares that become issuable pursuant to the Award in three substantially equal installments with one third of the Shares that become issuable being delivered on each of the third, fourth, and fifth anniversaries of the applicable vesting date (regardless, for the avoidance of doubt, of whether vesting occurs on the Vesting Date or on an earlier date by virtue of the death, Disability of the Participant, or termination of the Participant’s employment without Cause or for Good Reason); provided, however, that, in the event of a Change in Control Event in which the RSUs do not remain outstanding and/or are not assumed or converted by the acquiring or succeeding entity, and the Award can be terminated in accordance with Treas. Reg. section 1.409A-3(j)(ix)(B), the Award shall be terminated and the consideration payable in respect of the Shares in connection with the Change in Control Event shall be delivered in accordance with the requirements of Treas. Reg. section 1.409A-3(j)(ix)(B).

(b)The Company shall not be obligated to deliver Shares to the Participant unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.

5.Meaning and Use of Certain Terms.

For purposes of this Agreement,

(a)“Change in Control Event” has the meaning ascribed to it in the Plan, provided however that the event constituting a Change in Control Event under the Plan must also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Treas. Reg. section 1.409A-3(i)(5).

(b)“Disability” or “Disabled.” A Participant shall be deemed to be disabled at such time as the Participant is receiving disability benefits under the Company’s (or a Subsidiary’s or Affiliate’s) long term disability coverage, as then in effect; provided however that the Participant shall not be treated as Disabled unless the disability is described under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

(c)“Subsidiary” or “Affiliate” has the meaning ascribed to it in the Plan, and shall for the avoidance of doubt include any such entity only so long as the Company maintains a controlling interest in such entity.

6.Provisions of the Plan.

This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

7.Dividends; Other Corporate Transactions.

(a)If at any time during the period between the Award Date and the date that Shares are delivered after the RSU vests, the Company pays a dividend or other distribution with respect to its Common Stock, including without limitation a distribution of shares of the Company’s stock by reason of a stock dividend, stock split or otherwise, then on the date the Shares issuable upon vesting of the RSU are delivered, the Company shall pay the Participant, at the time of

delivery of Shares pursuant to Section 4, the dividend or other distribution that would have been paid on such Shares if the Participant had owned such Shares during the period beginning on the Award Date and ending on the delivery date. No dividend or other distribution shall be paid with respect to RSUs that are forfeited.

(b)In the event of a Reorganization Event, then the rights of the Company under this Agreement and all other terms of this Agreement (including without limitation vesting provisions) shall inure to the benefit of the Company’s successor and shall apply to the cash, securities, or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Shares. Such cash, securities, or other property shall be delivered or paid at the time provided in Section 4, except that payments in connection with the liquidation of the Company shall be made only as permitted under Section 409A of the Code.

(c)Except as set forth in Section 7(a) or (b) above and in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or have any rights or privileges of, a stockholder of the Company in respect of the Shares issuable pursuant to the RSUs granted hereunder until the Shares have been delivered to the Participant.

8.Withholding Taxes; No Section 83(b) Election.

(a)The Participant expressly acknowledges that the delivery of Shares to the Participant will give rise to “wages” subject to withholding and Participant hereby authorizes the Company to hold back from the Shares to be delivered pursuant to Section 4 of this Agreement that number of Shares (which may include fractional shares) calculated to satisfy all such federal, state, local or other applicable taxes required to be withheld in connection with such delivery of Shares; provided, however, that at the Company’s discretion, a Participant who is not subject to Section 16 of the Securities Exchange Act of 1934 may provide notice to the Company prior to the delivery of the Shares that the Participant will make payment to the Company on the date of delivery to satisfy all required withholding taxes in lieu of satisfying such obligation through the withholding of Shares.

(b)The Participant acknowledges that no election under Section 83(b) of the Code may be filed with respect to this Award.

9.No Right To Employment or Other Status. The grant of an award of RSUs shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company or its Subsidiaries or Affiliates. The Company and its Subsidiaries and Affiliates expressly reserve the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this Agreement, except as expressly provided herein.

10.Conflicts With Other Agreements. In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance, or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

11.Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws and in the event of a dispute related to or arising out of this Agreement, the parties submit to the

exclusive jurisdiction and venue of the Delaware federal and Chancery Courts. Notwithstanding the foregoing, for any Termination (defined below), Recapture (defined below) and/or Reimbursement (defined below) that is based, in whole or in part, on the Participant’s breach of a noncompete agreement or nonsolicitation obligation, such disputes shall be governed by and interpreted in accordance with the laws of the State of Massachusetts, and any dispute arising out of this Agreement shall be asserted exclusively in the federal or state courts located in or covering the county in which the Participant resides within the State of Massachusetts, and the parties hereby submit to the personal jurisdiction and venue of those state and federal courts.

12.Unfunded Rights. The right of the Participant to receive Common Stock pursuant to this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company.

13.Compliance with Section 409A of the Code. This Agreement is intended to provide for deferred compensation that is exempt from or compliant with Section 409A of the Code and shall be interpreted consistently with such intent. Accordingly, the Participant shall have no right to designate the taxable year of payment. Notwithstanding any other provision of this Agreement, if and to the extent any portion of any payment under this Agreement to the Participant is payable upon the Participant’s separation from service and the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Participant (through accepting the Award) agrees that the Participant is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six (6) months plus one (1) day after the date of “separation from service”, except as Section 409A of the Code may then permit.

The Company makes no representations or warranties and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under this Agreement are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not satisfy the conditions of that section.

14.Clawback. In accepting this Award, the Participant expressly agrees to be bound by, and subject to, the following clawback policy and any clawback policy that the Company has in effect (as the same may be amended from time to time) or may adopt in the future:

(a)The Award is intended to align the Participant’s long-term interests with those of the Company. Accordingly, unless otherwise expressly provided in the Plan or any other applicable agreement, plan, or policy, and to the extent permitted by applicable law, the Company may terminate any unsettled RSUs, whether vested or unvested (“Termination”), recapture any Shares acquired pursuant to the RSUs (“Recapture”), or require the Participant to reimburse the Company for any and all amounts realized from the acquisition or disposition of Shares acquired pursuant to the RSUs (“Reimbursement”), upon the occurrence of any of the following events (collectively, the “Conditions”):

(i)the Participant has engaged in misuse of the Company’s confidential information and/or conduct in breach of any (A) confidentiality obligation to the Company under any agreement between the Company and the Participant, or any policy or plan of the Company, including but not limited to, the Company’s standard form of Information and Invention

Agreement applicable to such Participant, or (B) applicable noncompetition or nonsolicitation obligation to the Company under any applicable agreement between the Company and the Participant, or any policy or plan of the Company, including but not limited to the Company’s standard form of Noncompetition Agreement applicable to such Participant;

(ii)the Participant has been discharged by the Company (or a Subsidiary or Affiliate) for “Cause” (as defined in Section 1.2 of the Severance Agreement); or

(iii)during the Participant’s employment or other service, the Participant (A) has rendered services to or otherwise directly or indirectly engaged in or assisted, any organization or business that, in the judgment of the Company in its sole and absolute discretion, is against the interest of the Company or one of its affiliates; or (B) has engaged in activities that are materially prejudicial to or in conflict with the interests of the Company, including any breaches of fiduciary duty or the duty of loyalty.

For purposes of this Section 14, “RSU Benefits” shall mean any and all amounts realized from the acquisition or disposition of Shares acquired pursuant to the RSUs, including any sales proceeds, dividends and/or dividend equivalents.

(b)Prior to the issuance of any Shares upon settlement of vested RSUs pursuant to this Agreement, the Participant shall, if requested in writing by the Company, certify on a form acceptable to the Company that the Participant is in compliance with the terms and conditions of this Agreement and with the obligations contained in the Plan, or any other relevant agreement, plan, or contract listed in Section 14(a).

(c)Within ten (10) calendar days after receiving notice from the Company of any such activity described in Section 14(a) of this Agreement, the Participant shall either deliver to the Company the applicable Shares or make a cash payment to the Company equal to the RSU Benefits. For purposes of the Company’s exercise of its Recapture and/or Reimbursement rights hereunder, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.

(d)Notwithstanding the foregoing provisions of this Section 14, the Company may, in its sole and absolute discretion, choose to refrain from exercising its rights of Termination, Recapture and/or Reimbursement with respect to any particular act of the Participant or with respect to any other participant in the Plan, and its determination to refrain from exercising such rights shall not in any way reduce or eliminate the Company’s authority to exercise its rights of Termination, Recapture and/or Reimbursement with respect to any other act of the Participant. Nothing in this Section 14 shall be construed to impose obligations on the Participant to refrain from engaging in lawful competition with the Company after the termination of employment that does not violate the Conditions, other than any obligations that are part of any applicable separate agreement between the Company and the Participant or that arise under applicable law.

(e)Notwithstanding anything to the contrary in the Plan or this Agreement, the Company shall not seek to exercise its rights of Termination, Recapture or Reimbursement relating to any RSUs that were vested and settled more than twelve (12) months prior to the date of the Participant’s act or omission set forth in Section 14(a); provided that, notwithstanding the

foregoing, all RSUs shall be subject to the Company’s rights of Termination, Recapture and/or Reimbursement to the extent required by applicable law, including but not limited to Section 10D of the Securities Exchange Act of 1934.

As a condition to the grant of this Award, the Participant by signing below acknowledges receipt and affirmatively agrees to the Agreement, including without limitation the provisions of the above General Terms and Conditions.

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THERMO FISHER SCIENTIFIC INC.
By: /s/ Lisa P. Britt<br><br>Name: Lisa P. Britt<br><br>Title: Senior Vice President and Chief Human Resources Officer<br><br><br><br><br><br>/s/ Marc N. Casper<br><br>Marc N. Casper

Exhibit 10.1

SCHEDULE A

Vesting Schedule for Performance-Based Restricted Stock Units

Subject to the paragraphs (b), (c) and (d) of Section 3, provided the Participant continues to be an Eligible Participant through the Vesting Date, the number of RSUs that vest on the Vesting Date shall be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) based upon the Company’s total shareholder return (“TSR”) over the period commencing on May 1, 2025 and ending on December 31, 2029 (the “Performance Period”) relative to the TSR over the Performance Period of the companies in the S&P 500 Equal Weight Index. The Company’s performance shall be measured based on the percentile ranking of such performance within the companies that are in the S&P 500 Equal Weight Index from the first day of the Performance Period through, and including, the last day of the Performance Period, excluding the Company (each such company, a “Member of the S&P 500”).

The level of achievement of relative TSR shall be as follows:

The Company’s TSR Performance Stated as a Comparative Percentile Ranking with the S&P 500 Equal Weight Index	Multiple of Target Award
≥ 75th	1.25
50th	1.00
≤ 25th	0.50

In determining the number of RSUs subject to the Target Award that vest when the Company’s relative TSR performance exceeds the 25th percentile, the Company’s relative TSR performance and the corresponding Multiple of Target Award will be linearly interpolated between the percentiles set forth in the table above based on actual results as determined by the Compensation Committee. Notwithstanding anything herein to the contrary, if the Company’s TSR as of the last day of the Performance Period is negative, no more than 100% of the Target Award shall be eligible to vest. For the avoidance of doubt, (i) if the Company’s relative TSR performance is equal to or less than the 25th percentile, 50% of the Target Award shall vest and (ii) in no event shall more than 125% of the Target Award vest.

TSR shall be calculated on a per-share basis for the Company and each Member of the S&P 500 as the quotient of (a) Ending Price plus Dividends per Share Paid minus Beginning Price divided by (b) Beginning Price, where:

(a) “Ending Price” means the average closing stock price of one share of the applicable common stock over the 10 trading days immediately preceding the last day of the Performance Period.

(b) “Dividends per Share Paid” means the cumulative dividends per share of the applicable common stock paid by the Company or Member of the S&P 500, as applicable, during the Performance Period. Dividends are assumed to be reinvested.

(c) “Beginning Price” means the average closing stock price of one share of the applicable common stock over the 10 trading days immediately preceding the first day of the Performance Period.

The TSR for the Company and each Member of the S&P 500 shall be adjusted to take into account any stock splits, reverse stock splits, and special stock dividends that occur during the Performance Period.

If the calculation above results in fractional RSUs, then such fraction shall be rounded to the nearest whole unit.