TMO

• GAAP diluted EPS grew 9% to $4.68; adjusted EPS grew 13% to $6.03.
• GAAP operating income was $2.09 billion (17.4% margin); adjusted operating income was $2.73 billion (22.8% margin).
• Company repurchased $1.0 billion of stock and announced divestiture of its microbiology business during the quarter.
• Updated 2026 financial guidance to be provided on the earnings conference call on July 23, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• At the May 20, 2026 annual meeting, shareholders elected 11 directors to one-year terms expiring at the 2027 annual meeting.
• Shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.
• Director vote tallies varied, with Debora L. Spar receiving the most for votes (314,426,121) and Dion J. Weisler the fewest (281,791,656).
• The report was filed under Item 5.07 to disclose the results of these shareholder votes.

5.07 Submission of Matters to a Vote of Security Holders

• GAAP diluted EPS was $4.43, up 11% year-over-year; adjusted EPS was $5.44, up 6%.
• GAAP operating income was $1.86 billion with a 16.9% margin; adjusted operating income was $2.40 billion with a 21.8% margin.
• Organic revenue growth was 1% in the quarter.
• The company completed the acquisition of Clario, repurchased $3.0 billion of stock, and increased its dividend by 10% during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Clario, a provider of endpoint data solutions for clinical trials, will become part of Thermo Fisher's Laboratory Products and Biopharma Services segment.
• Thermo Fisher agreed to pay an additional $125 million in January 2027 and up to $400 million in earn-out payments based on Clario's 2026 and 2027 performance.
• The acquisition is expected to contribute $0.45 of adjusted EPS in the first year after close and approximately $175 million of adjusted operating income from synergies by year five.
• Clario was acquired from a shareholder group led by Astorg and Nordic Capital, Novo Holdings, and Cinven.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The notes were issued on February 12, 2026 under an indenture with The Bank of New York Mellon Trust Company, N.A. as trustee.
• Net proceeds are expected to be approximately $3.76 billion and will be used to pay a portion of the cash consideration for the previously announced acquisition of Clario Holdings, Inc.
• The notes are general unsecured obligations and may be redeemed prior to certain par call dates at specified make-whole premiums.
• The offering was made pursuant to an underwriting agreement dated February 9, 2026 with Deutsche Bank Securities Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC as representatives.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Full year 2025 GAAP diluted EPS was $17.74, up 7%; adjusted EPS was $22.87, up 5%.
• Fourth quarter GAAP operating margin was 18.5% (up from 17.7%); adjusted operating margin was 23.6% (down from 23.9%).
• Full year GAAP operating margin was 17.4% (up from 17.1%); adjusted operating margin was 22.7% (up from 22.6%).
• The company will provide 2026 financial guidance during its earnings call on January 29, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Frederick M. Lowery, EVP since 2024, will depart on February 28, 2026, to pursue other opportunities.
• Effective March 1, 2026, Marc N. Casper will become Chairman and CEO.
• Gianluca Pettiti will be promoted to President and COO, effective March 1, 2026.
• Michael Shafer will be promoted to an expanded role reporting directly to the CEO, effective March 1, 2026.

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

• Thermo Fisher Scientific (Finance I) B.V. issued €1.0 billion Floating Rate Senior Notes due 2027 and €1.1 billion 3.628% Senior Notes due 2035 on December 1, 2025.
• Net proceeds are expected to be approximately €2.09 billion, to be used for general corporate purposes, including potential acquisitions, debt repayment, working capital, and share repurchases.
• The notes were issued under an indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, and the offering was led by Barclays, BNP Paribas, HSBC, and Morgan Stanley.
• The notes include a change-of-control repurchase provision at 101% of principal if a change of control and rating downgrade occur.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits