8-K

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): November 7, 2023

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware	1-8002	04-2209186
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	TMO	New York Stock Exchange
0.750% Notes due 2024	TMO 24A	New York Stock Exchange
0.125% Notes due 2025	TMO 25B	New York Stock Exchange
2.000% Notes due 2025	TMO 25	New York Stock Exchange
3.200% Notes due 2026	TMO 26B	New York Stock Exchange
1.400% Notes due 2026	TMO 26A	New York Stock Exchange
1.450% Notes due 2027	TMO 27	New York Stock Exchange
1.750% Notes due 2027	TMO 27B	New York Stock Exchange
0.500% Notes due 2028	TMO 28A	New York Stock Exchange
1.375% Notes due 2028	TMO 28	New York Stock Exchange
1.950% Notes due 2029	TMO 29	New York Stock Exchange
0.875% Notes due 2031	TMO 31	New York Stock Exchange
2.375% Notes due 2032	TMO 32	New York Stock Exchange
3.650% Notes due 2034	TMO 34	New York Stock Exchange
2.875% Notes due 2037	TMO 37	New York Stock Exchange
1.500% Notes due 2039	TMO 39	New York Stock Exchange
1.875% Notes due 2049	TMO 49	New 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 5.04    Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

The Thermo Fisher Scientific Inc. 401(k) Plan (the “401(k) plan”) is transitioning to a new plan administrator. To facilitate the transition, all transactions in the 401(k) plan will be temporarily suspended during a blackout period. Participants in the 401(k) plan were notified of the blackout period on November 7, 2023. During the blackout period, participants in the 401(k) plan will be unable to make changes to their contribution rates and investment allocations, make loan repayments or request new loans, or request withdrawals or distributions under the 401(k) plan, including with respect to the shares of common stock, $1.00 par value per share (the “Common Stock”), of Thermo Fisher Scientific Inc. (the “Company”). The blackout period is expected to begin at 4:00 pm Eastern Time on Thursday, December 21, 2023 and end during the week of January 14, 2024. The notification described under Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 relating to the blackout period was provided to the Company on November 7, 2023.

On November 7, 2023, the Company sent a notice to its directors and executive officers informing them of the 401(k) plan blackout period and the restrictions that will apply to them during the blackout period. During the blackout period, subject to certain limited exemptions, the Company’s directors and executive officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Common Stock (including derivatives thereof) acquired in connection with their service or employment as a director or executive officer of the Company. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR under the Securities Exchange Act of 1934.

A copy of the notice to the directors and executive officers is attached as Exhibit 99.1 and incorporated herein by reference. During the blackout period and for a period of two years after the ending date of the blackout period, shareholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting the Company’s Corporate Secretary by telephone at (781) 622-1000 or by mail at Corporate Secretary, Thermo Fisher Scientific Inc., 168 Third Avenue, Waltham, Massachusetts 02451.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Blackout Notice, dated November 7, 2023
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

2

SIGNATURE

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:	November 7, 2023	By:	/s/ Michael A. Boxer
			Michael A. Boxer
			Senior Vice President and General Counsel

3

EX-99.1

Exhibit 99.1

TO: Directors and Executive Officers of Thermo Fisher Scientific Inc.

DATE: November 7, 2023

RE: Important Notice of Blackout Period and Regulation BTR Trading Restrictions

Federal securities laws require Thermo Fisher Scientific Inc. (“we”, “us”, “our” or the “Company”) to send you a notice whenever restrictions are imposed on your trading in the shares of our common stock, $1.00 par value per share (the “Common Stock”), (including derivatives thereof) due to a suspension of transactions in the Thermo Fisher Scientific Inc. 401(k) Plan (the “401(k) plan”) that applies to 50% or more of the participants in the 401(k) plan for a period of more than three consecutive business days.

Although the 401(k) Blackout Period (as defined below) falls during a period in which your trading is already restricted under our Insider Trading Policy, we are required to provide you with this notice in order to comply with federal securities laws.

Reason for 401(k) Blackout Period. A temporary suspension of transactions in the 401(k) plan is necessary to facilitate the transition of the 401(k) plan to a new administrator. During the 401(k) Blackout Period, 401(k) plan participants will be unable to make changes to their contribution rates and investment allocations, make loan repayments or request new loans, or request withdrawals or distributions under the 401(k) plan, including with respect to the Thermo Fisher Scientific Inc. Stock Fund.

Length of 401(k) Blackout Period. The transition to a new administrator is expected to begin at 4:00pm Eastern Time on December 21, 2023, and end during the week of January 14, 2024 (the “401(k)Blackout Period”). If the date of the transition changes and we are required to adjust the beginning date or the length of the 401(k) Blackout Period, we will provide you with notice of such adjustment as soon as reasonably practicable.

Restrictions on Executive Officers and Directors During the 401(k) Blackout Period. Federal securities laws provide that, during the 401(k) Blackout Period, you - as a director or executive officer of the Company - are prohibited during the 401(k) Blackout Period from directly or indirectly purchasing, selling or otherwise acquiring or transferring any Common Stock (including derivatives thereof) acquired in connection with your service as a director or employment as an executive officer - even if you are not a participant in the 401(k) plan. These prohibitions also apply to any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as to trusts, corporations, and other entities whose ownership of Common Stock may be attributed to you). 

Certain transactions are exempt from these trading prohibitions (such as qualified Rule 10b5-1 plan transactions). However, while several narrow exceptions to this prohibition exist, you should not engage in any transaction without first confirming with the Company’s legal department whether an exception is available. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

If you have questions regarding the 401(k) Blackout Period, including when it has started or ended, you may contact our Corporate Secretary, Julia Chen, by telephone at (781) 622-1000 or by mail at Corporate Secretary, Thermo Fisher Scientific Inc., 168 Third Avenue, Waltham, Massachusetts 02451.

XML

Document and Entity Information	Nov. 07, 2023
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Nov. 07, 2023
Entity Registrant Name	THERMO FISHER SCIENTIFIC INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8002
Entity Tax Identification Number	04-2209186
Entity Address, Address Line One	168 Third Avenue
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	781
Local Phone Number	622-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000097745
Amendment Flag	false
Common Stock, $1.00 par value
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	TMO
Security Exchange Name	NYSE
0.750% Notes due 2024
Entity Listings [Line Items]
Title of 12(b) Security	0.750% Notes due 2024
Trading Symbol	TMO 24A
Security Exchange Name	NYSE
0.125% Notes due 2025
Entity Listings [Line Items]
Title of 12(b) Security	0.125% Notes due 2025
Trading Symbol	TMO 25B
Security Exchange Name	NYSE
2.000% Notes due 2025
Entity Listings [Line Items]
Title of 12(b) Security	2.000% Notes due 2025
Trading Symbol	TMO 25
Security Exchange Name	NYSE
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Entity Listings [Line Items]
Title of 12(b) Security	3.200% Notes due 2026
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Entity Listings [Line Items]
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Entity Listings [Line Items]
Title of 12(b) Security	1.450% Notes due 2027
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1.750% Notes due 2027
Entity Listings [Line Items]
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Entity Listings [Line Items]
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Entity Listings [Line Items]
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Entity Listings [Line Items]
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Entity Listings [Line Items]
Title of 12(b) Security	0.875% Notes due 2031
Trading Symbol	TMO 31
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Entity Listings [Line Items]
Title of 12(b) Security	2.375% Notes due 2032
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Entity Listings [Line Items]
Title of 12(b) Security	3.650% Notes due 2034
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Entity Listings [Line Items]
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Entity Listings [Line Items]
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