What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 199 added, 330 removed, 656 unchanged (45% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 27, December 31,

March 28, December 31,

(In millions except share and per share amounts) 2026 2025

42 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

Three months ended

March 28, March 29,

(In millions except per share amounts) 2026 2025

2 unchanged sentences

Service revenues

4,633 4,450 13,623 13,218

Total revenues

2 unchanged sentences

Cost of product revenues

3,319 3,170 9,683 9,189

Cost of service revenues

3,220 3,100 9,431 9,415

Selling, general and administrative expenses

2,162 2,098 6,380 6,392

Research and development expenses

346 346 1,041 1,016

Restructuring and other costs

135 45 316 151

Total costs and operating expenses

9,182 8,759 26,850 26,163

Operating income 1,863 1,716

2 unchanged sentences

Other income/(expense)

( 2 ) ( 16 ) ( 18 ) ( 2 )

Income before income taxes

1,826 1,742 5,155 5,096

Benefit from/(provision for) income taxes

2 unchanged sentences

Net income 1,656 1,511

net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest 5 — 11 9

net income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest 5 4

Net income attributable to Thermo Fisher Scientific Inc.

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

Three months ended

March 28, March 29,

(In millions) 2026 2025

4 unchanged sentences

Cumulative translation adjustment (net of tax provision (benefit) of $ 27 and $( 207 ))

( 17 ) ( 54 ) ( 104 ) 748

Reclassification adjustment for losses included in net income

Unrealized gains/(losses) on available-for-sale debt securities:

Unrealized holding losses arising during the period (net of tax (provision) benefit of $ 0 , $ 0 , $ 0 and $ 0 )

Unrealized gains/(losses) on hedging instruments:

2 unchanged sentences

Pension and other postretirement benefit liability adjustments arising during the period (net of tax (provision) benefit of $( 1 ) and $ 1 )

3 ( 5 ) ( 8 ) ( 4 )

Amortization of net loss included in net periodic pension cost (net of tax (provision) benefit of $ 0 and $ 0 )

1 unchanged sentence

Comprehensive income/(loss)

1,616 1,572 4,653 5,261

comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest ( 1 ) 8

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

September 27, September 28,

Three months ended

March 28, March 29,

(In millions) 2026 2025

25 unchanged sentences

Proceeds from issuance of commercial paper

Repayments of commercial paper

Purchases of company common stock

3 unchanged sentences

Other financing activities, net

Net cash used in financing activities

Net cash provided by (used in) financing activities

1,093 ( 102 )

Exchange rate effect on cash 78 37

Decrease in cash, cash equivalents and restricted cash

Increase/(decrease) in cash, cash equivalents and restricted cash

( 6,599 ) 132

9 unchanged sentences

(In millions) Shares Amount Shares Amount

Three months ended September 27, 2025

Balance at June 28, 2025 $ 126 444 $ 444 $ 18,232 $ 55,901 67 $ ( 21,269 ) $ ( 2,797 ) $ 50,512 $ ( 35 ) $ 50,476

Issuance of shares under stock plans

— — — 28 — — ( 32 ) — ( 5 ) — ( 5 )

Stock-based compensation

— — — 70 — — — — 70 — 70

Purchases of company common stock

— — — — — 2 ( 1,000 ) — ( 1,000 ) — ( 1,000 )

Dividends declared ($ 0.43 per share)

— — — — ( 163 ) — — — ( 163 ) — ( 163 )

Net income/(loss)

5 — — — 1,616 — — — 1,616 1 1,616

Other comprehensive income/(loss)

( 1 ) — — — — — — ( 4 ) ( 4 ) — ( 4 )

Contributions from (distributions to) noncontrolling interests — — — — — — — — — ( 1 ) ( 1 )

Excise tax from stock repurchases — — — — — — ( 9 ) — ( 9 ) — ( 9 )

Disposition — — — — — — — — — 42 42

Balance at September 27, 2025 $ 129 445 $ 445 $ 18,330 $ 57,354 69 $ ( 22,310 ) $ ( 2,801 ) $ 51,018 $ 7 $ 51,024

Three months ended September 28, 2024

Balance at June 29, 2024 $ 115 443 $ 443 $ 17,649 $ 49,940 61 $ ( 18,187 ) $ ( 2,413 ) $ 47,432 $ ( 12 ) $ 47,419

Issuance of shares under stock plans

— 1 1 115 — — ( 40 ) — 75 — 75

Stock-based compensation

— — — 68 — — — — 68 — 68

Dividends declared ($ 0.39 per share)

— — — — ( 149 ) — — — ( 149 ) — ( 149 )

Net income/(loss)

6 — — — 1,630 — — — 1,630 ( 6 ) 1,624

Other comprehensive income/(loss)

6 — — — — — — ( 63 ) ( 63 ) ( 1 ) ( 64 )

Contributions from (distributions to) noncontrolling interests — — — — — — — — — ( 1 ) ( 1 )

Excise tax from stock repurchases — — — — — — 1 — 1 — 1

Balance at September 28, 2024 $ 127 444 $ 444 $ 17,831 $ 51,421 61 $ ( 18,227 ) $ ( 2,477 ) $ 48,992 $ ( 20 ) $ 48,972

The accompanying notes are an integral part of these condensed consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY (Continued)

Redeemable Noncontrolling Interest Common Stock Capital in Excess of Par Value Retained Earnings Treasury Stock Accumulated Other Comprehensive Income/(Loss) Total

Thermo Fisher Scientific Inc.

Shareholders’ Equity Noncontrolling Interests Total Equity

(In millions) Shares Amount Shares Amount

Nine months ended September 27, 2025

Three months ended March 28, 2026

Balance at December 31, 2025 $ 122 445 $ 445 $ 18,563 $ 59,156 69 $ ( 22,309 ) $ ( 2,448 ) $ 53,407 $ 7 $ 53,415

13 unchanged sentences

Excise tax from stock repurchases — — — — — — ( 28 ) — ( 28 ) — ( 28 )

Disposition — — — — — — — — — 42 42

Balance at September 27, 2025 $ 129 445 $ 445 $ 18,330 $ 57,354 69 $ ( 22,310 ) $ ( 2,801 ) $ 51,018 $ 7 $ 51,024

Nine months ended September 28, 2024

Balance at March 28, 2026 $ 121 445 $ 445 $ 18,713 $ 60,632 74 $ ( 25,360 ) $ ( 2,497 ) $ 51,934 $ 7 $ 51,940

Three months ended March 29, 2025

Balance at December 31, 2024 $ 120 444 $ 444 $ 17,962 $ 53,102 63 $ ( 19,226 ) $ ( 2,697 ) $ 49,584 $ ( 33 ) $ 49,551

13 unchanged sentences

Excise tax from stock repurchases — — — — — — ( 18 ) — ( 18 ) — ( 18 )

Balance at September 28, 2024 $ 127 444 $ 444 $ 17,831 $ 51,421 61 $ ( 18,227 ) $ ( 2,477 ) $ 48,992 $ ( 20 ) $ 48,972

Balance at March 29, 2025 $ 128 444 $ 444 $ 18,111 $ 54,447 67 $ ( 21,269 ) $ ( 2,343 ) $ 49,390 $ ( 33 ) $ 49,357

The accompanying notes are an integral part of these condensed consolidated financial statements.

7 unchanged sentences

Interim Financial Statements

The interim condensed consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at September 27, 2025, the results of operations for the three- and nine-month periods ended September 27, 2025 and September 28, 2024, and the cash flows for the nine-month periods ended September 27, 2025 and September 28, 2024.

The interim condensed consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at March 28, 2026, the results of operations for the three-month periods ended March 28, 2026 and March 29, 2025, and the cash flows for the three-month periods ended March 28, 2026 and March 29, 2025.

Interim results are not necessarily indicative of results for a full year.

1 unchanged sentence

The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes thereto of the company.

The condensed consolidated financial statements and notes included in this report should be read in conjunction with the 2024 financial statements and notes included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC).

The condensed consolidated financial statements and notes included in this report should be read in conjunction with the 2025 financial statements and notes included in the company’s Annual Report on Form 10-K.

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

Note 1 to the consolidated financial statements for 2025 describes the significant accounting estimates and policies used in preparation of the consolidated financial statements.

There have been no material changes in the company’s significant accounting policies during the nine months ended September 27, 2025.

There have been no material changes in the company’s significant accounting policies during the three months ended March 28, 2026.

Amounts and percentages reported within these condensed consolidated financial statements are presented and calculated based on underlying unrounded amounts.

8 unchanged sentences

Standards recently adopted

2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations

New guidance to disclose information about supplier finance programs.

Among other things, the new guidance requires expanded disclosure about key program terms, payment terms, and amounts outstanding for obligations under supplier finance programs for each period presented.

Some aspects adopted in 2023 using a retrospective method and other aspects adopted in 2024 using a prospective method Not material

2023-07, Segment Reporting (Topic 280):

Improving Reportable Segment Disclosures

Among other things, new guidance to disclose significant segment expenses and other items by reportable segment as well as information about the chief operating decision maker.

2024 annual report and interim periods thereafter using a retrospective method Increased disclosures in Note 11

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Standard Description Adoption timing and approach Impact of adoption or other significant matters

Standards not yet adopted

2023-09, Income Taxes (Topic 740):

1 unchanged sentence

Among other things, new guidance to disclose additional information about the tax rate reconciliation and income taxes paid.

2025 annual report and interim periods thereafter using a prospective method Will increase disclosures in Note 7

2025 annual report and interim periods thereafter using a prospective method.

Increased annual disclosures in Notes 7 and 9

Standards not yet adopted

2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

1 unchanged sentence

New guidance to disclose specified information about certain costs and expenses.

2027 annual report and interim periods thereafter using a prospective or retrospective method Will increase disclosures in Note 6

2027 annual report and interim periods thereafter using a prospective or retrospective method.

Will increase disclosures in Note 6

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Standard Description Adoption timing and approach Impact of adoption or other significant matters

2025-06, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40):

4 unchanged sentences

Currently evaluating adoption impact, timing, and method

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities

Among other things, establishes guidance for the recognition, measurement, and presentation of government grants.

2029 using a retrospective, modified retrospective, or modified prospective approach;

early adoption is permitted.

Currently evaluating adoption impact, timing, and method

Supplemental Balance Sheet Information

The components of inventories are as follows:

(In millions) September 27, 2025 December 31, 2024

(In millions) March 28, 2026 December 31, 2025

Raw materials $ 1,925 $ 1,877

4 unchanged sentences

Contract asset and liability balances are as follows:

(In millions) September 27, 2025 December 31, 2024

(In millions) March 28, 2026 December 31, 2025

Current contract assets, net $ 1,684 $ 1,666

2 unchanged sentences

Noncurrent contract liabilities 1,034 1,183

In the three- and nine-month periods ended September 27, 2025, the company recognized revenues of $ 0.41 billion and $ 2.50 billion, respectively, that were included in the contract liabilities balance at December 31, 2024.

In the three- and nine-month periods ended September 28, 2024, the company recognized revenues of $ 0.36 billion and $ 2.36 billion, respectively, that were included in the contract liabilities balance at December 31, 2023.

In the three months ended March 28, 2026, the company recognized revenues of $ 1.29 billion that were included in the contract liabilities balance at December 31, 2025.

In the three months ended March 29, 2025, the company recognized revenues of $ 1.36 billion that were included in the contract liabilities balance at December 31, 2024.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of September 27, 2025, was $ 26.46 billion.

The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of March 28, 2026, was $ 29.41 billion.

The company will recognize revenues for these performance obligations as they are satisfied, approximately 52 % of which is expected to occur within the next twelve months .

Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to five years .

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Debt and Other Financing Arrangements

The company’s debt and other financing arrangements are as follows:

Effective interest rate at September 27, September 27, December 31,

Effective interest rate at March 28, March 28, December 31,

(Dollars in millions) 2026 2026 2025

2 unchanged sentences

1.40 % 8.5 -Year Senior Notes, Due 1/23/2026 (euro-denominated)

0.853 % 3 -Year Senior Notes, Due 10/20/2025 (Japanese yen-denominated)

1.02 % 149 142

0.00 % 4 -Year Senior Notes, Due 11/18/2025 (euro-denominated)

0.15 % 644 569

3.20 % 3 -Year Senior Notes, Due 1/21/2026 (euro-denominated)

3.36 % 585 518

1.40 % 8.5 -Year Senior Notes, Due 1/23/2026 (euro-denominated)

1.52 % 819 725

4.953 % 3 -Year Senior Notes, Due 8/10/2026

1 unchanged sentence

0.832 % 1.5 -Year Senior Notes, Due 9/7/2026 (Swiss franc-denominated)

1.13 % 513 517

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective interest rate at March 28, March 28, December 31,

(Dollars in millions) 2026 2026 2025

5.00 % 3 -Year Senior Notes, Due 12/5/2026

8 unchanged sentences

5.00 % 600 600

Floating Rate (EURIBOR + 0.280 %) 2 -Year Senior Notes, Due 12/1/2027 (euro-denominated)

2.52 % 1,151 1,175

0.790 % 3 -Year Senior Notes, Due 1/6/2028 (Swiss franc-denominated)

1.34 % 110 111

0.50 % 8.5 -Year Senior Notes, Due 3/1/2028 (euro-denominated)

11 unchanged sentences

1.125 % 4 -Year Senior Notes, Due 3/7/2029 (Swiss franc-denominated)

1.26 % 394 397

1.95 % 12 -Year Senior Notes, Due 7/24/2029 (euro-denominated)

4 unchanged sentences

1.120 % 5 -Year Senior Notes, Due 1/6/2030 (Swiss franc-denominated)

1.25 % 293 295

4.977 % 7 -Year Senior Notes, Due 8/10/2030

2 unchanged sentences

0.89 % 2,014 2,056

4.215 % 5 -Year Senior Notes, Due 2/12/2031

4.41 % 1,000 —

4.200 % 5.5 -Year Senior Notes Due 3/1/2031

4.41 % 500 500

0.875 % 12 -Year Senior Notes, Due 10/1/2031 (euro-denominated)

6 unchanged sentences

2.55 % 691 705

4.473 % 7 -Year Senior Notes, Due 10/7/2032

4.62 % 750 750

1.49 % 10 -Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)

2 unchanged sentences

1.4175 % 8 -Year Senior Notes, Due 3/7/2033 (Swiss franc-denominated)

1.49 % 438 442

4.550 % 7.3 -Year Senior Notes, Due 6/15/2033

5.086 % 10 -Year Senior Notes, Due 8/10/2033

5.20 % 1,000 1,000

7 unchanged sentences

1.58 % 134 137

4.794 % 10 -Year Senior Notes, Due 10/7/2035

4.91 % 750 750

3.628 % 10 -Year Senior Notes, Due 12/1/2035 (euro-denominated)

3.70 % 1,266 1,292

4.902 % 10 -Year Senior Notes, Due 2/12/2036

5.02 % 1,300 —

1.76 % 10 -Year Senior Notes, Due 3/3/2036 (Swiss franc-denominated)

2.0375 % 12 -Year Senior Notes, Due 3/7/2036 (Swiss franc-denominated)

2.10 % 407 410

1.520 % 12 -Year Senior Notes, Due 1/6/2037 (Swiss franc-denominated)

1.56 % 389 392

1.6524 % 12 -Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)

1.71 % 269 271

2.875 % 20 -Year Senior Notes, Due 7/24/2037 (euro-denominated)

2.94 % 806 822

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective interest rate at September 27, September 27, December 31,

Effective interest rate at March 28, March 28, December 31,

(Dollars in millions) 2026 2026 2025

1.6524 % 12 -Year Senior Notes, Due 3/6/2037 (Swiss franc-denominated)

2.875 % 20 -Year Senior Notes, Due 7/24/2037 (euro-denominated)

4.894 % 12 -Year Senior Notes, Due 10/7/2037

5.00 % 500 500

1.90 % 12 -Year Senior Notes, Due 3/3/2038 (Swiss franc-denominated)

1.50 % 20 -Year Senior Notes, Due 10/1/2039 (euro-denominated)

1.73 % 1,036 1,057

2.01 % 15 -Year Senior Notes, Due 3/3/2041 (Swiss franc-denominated)

2.80 % 20 -Year Senior Notes, Due 10/15/2041

10 unchanged sentences

1.49 % 20 -Year Senior Notes, Due 1/6/2045 (Swiss franc-denominated)

1.54 % 232 233

1.8975 % 20 -Year Senior Notes, Due 3/7/2045 (Swiss franc-denominated)

1.95 % 169 170

5.546 % 20 -Year Senior Notes, Due 2/12/2046

2.11 % 20 -Year Senior Notes, Due 3/3/2046 (Swiss franc-denominated)

4.10 % 30 -Year Senior Notes, Due 8/15/2047

4.23 % 750 750

2 unchanged sentences

1.47 % 25 -Year Senior Notes, Due 1/6/2050 (Swiss franc-denominated)

1.49 % 409 413

2.00 % 30 -Year Senior Notes, Due 10/18/2051 (euro-denominated)

2 unchanged sentences

2.43 % 208 212

2.06 % 30 -Year Senior Notes, Due 3/3/2056 (Swiss franc-denominated)

Total borrowings at par value

9 unchanged sentences

Long-term obligations $ 40,071 $ 35,852

EURIBOR - Euro Interbank Offered Rate

The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs.

3 unchanged sentences

The Facility expires on January 7, 2028.

The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), a Euro Interbank Offered Rate (EURIBOR)-based rate (for funds drawn in euro), or a rate based on the prime lending rate of the agent bank, at the company’s option.

The revolving credit agreement calls for interest at either a Term Secured Overnight Financing Rate (SOFR), EURIBOR-based rate (for funds drawn in euro), or a rate based on the prime lending rate of the agent bank, at the company’s option.

The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.

1 unchanged sentence

Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of 3.5 :1.0 as of the last day of any fiscal quarter.

As of September 27, 2025, no borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

As of March 28, 2026, no borrowings were outstanding under the Facility.

THERMO FISHER SCIENTIFIC INC.

7 unchanged sentences

Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes and semi-annually on all other senior notes.

Interest is payable annually on the euro and public Swiss franc-denominated fixed rate senior notes, quarterly on the euro-denominated floating rate senior note, and semi-annually on all other senior notes.

Each of the U.S.

1 unchanged sentence

The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements.

The company was in compliance with all covenants related to its senior notes at September 27, 2025.

The company was in compliance with all covenants related to its senior notes at March 28, 2026.

Thermo Fisher Scientific (Finance I) B.V.

(Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of September 27, 2025, included in the table above (collectively, the “Euronotes”) in registered public offerings:

the 0.00 % Senior Notes due 2025, the 0.80 % Senior Notes due 2030, the 1.125 % Senior Notes due 2033, the 1.625 % Senior Notes due 2041, and the 2.00 % Senior Notes due 2051.

(Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of March 28, 2026, included in the table above (collectively, the “Euronotes”) in registered public offerings:

the Floating Rate Senior Notes due 2027, the 0.80 % Senior Notes due 2030, the 1.125 % Senior Notes due 2033, the 3.628 % Senior Notes due 2035, the 1.625 % Senior Notes due 2041, and the 2.00 % Senior Notes due 2051.

The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations.

1 unchanged sentence

The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.

October 2025 Debt Issuances

In the fourth quarter of 2025, the company issued the following senior notes:

(In millions) Principal Value Issued

4.200 % 5.5 -Year Senior Notes due 3/1/2031

4.473 % 7 -Year Senior Notes due 10/7/2032

4.794 % 10 -Year Senior Notes due 10/7/2035

4.894 % 12 -Year Senior Notes due 10/7/2037

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

1 unchanged sentence

The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis:

September 27, Quoted

March 28, Quoted

markets Significant

3 unchanged sentences

$ 137 $ 137 $ — $ —

Bank time deposits 1,560 1,560 — —

Insurance contracts

7 unchanged sentences

$ 767 $ — $ 598 $ 168

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, Quoted

7 unchanged sentences

Derivative contracts

Contingent consideration 67 — — 67

$ 8,292 $ 7,184 $ 966 $ 143

4 unchanged sentences

$ 522 $ — $ 506 $ 16

In the three- and nine-month periods ended September 27, 2025, the company recorded $ 8 million and $ 6 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

In the three- and nine-month periods ended September 28, 2024, the company recorded $( 4 ) million and $ 7 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

In the three-month periods ended March 28, 2026, and March 29, 2025, the company recorded $( 1 ) million and $ 2 million, respectively, of net gains/(losses) on investments, which are included in other income/(expense) in the accompanying statements of income.

The following table provides a rollforward of investments classified as level 3:

Three months ended Nine months ended

(In millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three months ended

(In millions) March 28, 2026 March 29, 2025

Beginning balance $ 76 $ 21

1 unchanged sentence

Ending balance $ 85 $ 31

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of a qualifying transaction), of the contingent consideration asset:

(In millions) 2025

Three months ended

(In millions) March 28, 2026

Contingent consideration asset

Beginning balance

Changes in fair value included in earnings

Ending balance

The following table provides a rollforward of the fair value, as determined by level 3 inputs (such as likelihood of achieving production or revenue milestones, as well as changes in the fair values of the investments underlying a recapitalization investment portfolio), of the contingent consideration liabilities.

Three months ended Nine months ended

(In millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three months ended

(In millions) March 28, 2026 March 29, 2025

Contingent consideration liabilities

1 unchanged sentence

Acquisitions (including assumed balances) 153 —

Payments — — ( 6 ) ( 2 )

Changes in fair value included in earnings — 1

Ending balance $ 168 $ 13

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Other Financial Instruments

The carrying value and fair value of the company’s debt instruments are as follows:

September 27, 2025 December 31, 2024

March 28, 2026 December 31, 2025

(In millions) Carrying value Fair value Carrying value Fair value

9 unchanged sentences

Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented.

At September 27, 2025, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K.

At March 28, 2026, there have been no material changes to the accruals for pending environmental-related matters disclosed in the company’s 2025 financial statements and notes included in the company’s Annual Report on Form 10-K.

While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Litigation and Related Contingencies

2 unchanged sentences

Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome.

The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K, nor are material losses deemed probable for such matters.

The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in these interim financial statements and notes, nor are material losses deemed probable for such matters.

It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more such matters could have a material adverse effect on the company’s results of operations, financial position and cash flows.

1 unchanged sentence

The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters.

At September 27, 2025, there have been no material changes to the accruals for pending product liability, workers compensation, and other personal injury matters disclosed in the company’s 2024 financial statements and notes included in the company’s Annual Report on Form 10-K.

At March 28, 2026, there have been no material changes to the accruals for pending product liability, workers compensation, and other personal injury matters disclosed in the company’s 2025 financial statements and notes included in the company’s Annual Report on Form 10-K.

Although the company believes that the amounts accrued and estimated insurance recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary, which could have a material adverse effect on the company’s results of operations, financial position, and cash flows.

2 unchanged sentences

Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Income Statement Information

1 unchanged sentence

Revenues by type are as follows:

Three months ended Nine months ended

(In millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

$ 4,679 $ 4,379 $ 13,638 $ 13,070

1,811 1,769 5,080 5,196

Three months ended

(In millions) March 28, 2026 March 29, 2025

$ 4,722 $ 4,354

1 unchanged sentence

Revenues by geographic region based on customer location are as follows:

Three months ended Nine months ended

(In millions) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three months ended

(In millions) March 28, 2026 March 29, 2025

North America

$ 5,705 $ 5,513

3,005 2,686 8,459 7,968

2,013 1,923 5,824 5,755

Other regions

415 397 1,135 1,122

Consolidated revenues $ 11,005 $ 10,364

Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenues by business are as follows:

Three months ended Nine months ended

Three months ended

(In millions)

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

$ 1,023 $ 1,006 $ 3,091 $ 3,124

March 28, 2026 March 29, 2025

Genetic sciences

720 701 2,076 2,001

BioProduction

817 680 2,234 1,903

28 ( 1 ) 27 ( 1 )

Life Sciences Solutions

2,588 2,387 7,428 7,027

Chromatography and mass spectrometry

841 802 2,398 2,364

Chemical analysis

320 332 898 976

Electron microscopy

732 675 2,043 1,938

Analytical Instruments

1,893 1,808 5,339 5,277

Clinical diagnostics

283 266 822 802

ImmunoDiagnostics

230 212 681 649

162 159 473 471

Transplant diagnostics

125 114 362 332

Healthcare market channel

444 453 1,325 1,302

Elimination of intrasegment revenues

1 unchanged sentence

Specialty Diagnostics

1,174 1,129 3,456 3,355

Laboratory products

594 614 1,776 1,878

Research and safety market channel

1,861 1,739 5,471 5,225

Pharma services

1,722 1,647 5,123 4,852

Clinical research

2,019 1,956 5,914 5,938

Elimination of intrasegment revenues and other

1 unchanged sentence

Laboratory Products and Biopharma Services

5,970 5,740 17,605 17,221

Elimination of intersegment revenues

( 524 ) ( 482 )

Consolidated revenues $ 11,005 $ 10,364

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restructuring and Other Costs

In the first nine months of 2025, restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters.

In 2025, severance actions associated with facility consolidations and cost reduction measures affected approximately 4 % of the company’s workforce.

As of October 31, 2025, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $ 140 million, primarily in 2025 and 2026, and expects to identify additional actions in future periods.

Restructuring and other costs by segment are as follows:

Three months ended Nine months ended

(In millions) September 27, 2025 September 27, 2025

In the first three months of 2026, restructuring and other costs primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters.

In 2026, severance actions associated with facility consolidations and cost reduction measures affected less than 1 % of the company’s workforce.

As of May 1, 2026, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $ 290 million, primarily in 2026, and expects to identify additional actions in future periods.

Restructuring and other costs are as follows:

Three months ended

(In millions) March 28, 2026

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

( 36 ) ( 29 )

The following table summarizes the changes in the company’s accrued restructuring balance, which is included in other accrued expenses in the accompanying balance sheets.

Other amounts reported as restructuring and other costs in the accompanying statements of income have been summarized in the notes to the table.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions) Total (a)

Balance at December 31, 2025 $ 70

Net restructuring charges incurred in 2025 (b) (c)

Currency translation

Balance at September 27, 2025 $ 85

Net restructuring charges incurred in 2026 (b)

Currency translation and other ( 2 )

Balance at March 28, 2026 $ 65

(a) The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.

(b) Excludes $ 155 million of net charges, principally $ 91 million of charges for impairment of long-lived assets in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.

(b) Excludes $ 15 million of net charges, principally $ 14 million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services segment.

The company expects to pay accrued restructuring costs primarily through 2026.

1 unchanged sentence

The company’s earnings per share are as follows:

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

Three months ended

March 28, March 29,

(In millions except per share amounts) 2026 2025

8 unchanged sentences

Antidilutive stock options excluded from diluted weighted average shares

The provision for income taxes in the accompanying statements of income differs from the provision calculated by applying the statutory federal income tax rate to income before provision for income taxes due to the following:

Nine months ended

(In millions) September 27, 2025 September 28, 2024

Statutory federal income tax rate 21 % 21 %

Provision for income taxes at statutory rate $ 1,082 $ 1,070

Increases (decreases) resulting from:

Foreign rate differential ( 156 ) ( 93 )

Income tax credits ( 180 ) ( 207 )

Global intangible low-taxed income 40 90

Foreign-derived intangible income ( 86 ) ( 73 )

Excess tax benefits from stock options and restricted stock units ( 7 ) ( 64 )

Provision for (reversal of) tax reserves, net ( 31 ) 216

Intra-entity transfers ( 153 ) ( 102 )

Domestication transaction ( 125 ) —

Provision for (reversal of) valuation allowances, net ( 65 ) ( 161 )

Tax return reassessments and settlements ( 5 ) ( 130 )

Other, net 80 ( 38 )

Provision for/(benefit from) income taxes $ 394 $ 507

During the first quarter of 2025, the company recorded a deferred tax benefit of $ 125 million resulting from the recognition of a tax attribute related to a domestication transaction.

During the second quarter of 2025, the company recorded a deferred tax benefit of $ 153 million related to capital losses generated as part of intra-entity transactions and a $ 93 million benefit in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

During the third quarter of 2025, the company recorded $ 86 million of tax benefits resulting from tax return reassessments.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the first nine months of 2024, the company recorded a tax reserve and associated interest of $ 240 million related to the settlement of international tax audits for tax years 2009 through 2016, which were settled in the third quarter of 2024.

The company also recorded tax benefits of $ 307 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.

These benefits were partially offset by tax provisions primarily associated with disallowed interest expense that is not expected to be realized.

Three months ended

(Dollars in millions) March 28, 2026 March 29, 2025

federal statutory tax rate $ 364 21.0 % $ 340 21.0 %

State and local income taxes, net of federal income tax effect 21 1.2 % 14 0.8 %

Foreign tax effects ( 150 ) ( 8.7 ) % ( 43 ) ( 2.6 ) %

Effect of changes in tax laws or rates enacted in the current period — 0.0 % 2 0.1 %

Effect of cross-border tax laws 59 3.4 % 19 1.2 %

Tax credits ( 46 ) ( 2.6 ) % ( 45 ) ( 2.8 ) %

Changes in valuation allowances — 0.0 % ( 28 ) ( 1.7 ) %

Nontaxable or nondeductible items — 0.0 % ( 8 ) ( 0.5 ) %

Changes in unrecognized tax benefits 1 0.0 % ( 28 ) ( 1.7 ) %

Other adjustments ( 179 ) ( 10.3 ) % ( 128 ) ( 7.9 ) %

Effective tax rate $ 70 4.0 % $ 95 5.8 %

In the first three months of 2026 and 2025, the company recorded deferred tax benefits from the recognition of a tax attribute related to domestication transactions of $ 175 million and $ 125 million, respectively, included in Other adjustments above.

The company has operations and a taxable presence in approximately 70 countries outside the U.S.

4 unchanged sentences

The OBBBA includes a broad range of provisions, such as the permanent extension of certain otherwise expiring provisions, modifications to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions.

While most of the changes made by the OBBBA are effective in future tax years, some of its provisions are effective in 2025.

There was no material impact on the company’s effective tax rate.

We will continue to monitor and assess the impact of OBBBA on our consolidated financial statements.

The OBBBA made changes to certain US corporate tax provisions which are effective beginning in 2026.

The enactment of the OBBBA does not have a material impact on the results from operations for the current year or future years.

Unrecognized Tax Benefits

As of September 27, 2025, the company had $ 0.52 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

As of March 28, 2026, the company had $ 0.42 billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

2 unchanged sentences

Additions for tax positions of current year

Reductions for tax positions of prior years

Closure of tax years

Balance at end of period

8 unchanged sentences

adjustment Total

Three months ended September 27, 2025

Balance at June 28, 2025 $ ( 2,502 ) $ ( 24 ) $ ( 270 ) $ ( 2,797 )

Other comprehensive income/(loss) before reclassifications

( 17 ) — 3 ( 14 )

Amounts reclassified from accumulated other comprehensive income/(loss)

Net other comprehensive income/(loss)

( 10 ) 1 5 ( 4 )

Balance at September 27, 2025 $ ( 2,512 ) $ ( 23 ) $ ( 265 ) $ ( 2,801 )

Nine months ended September 27, 2025

Three months ended March 28, 2026

Balance at December 31, 2025 $ ( 2,181 ) $ ( 23 ) $ ( 245 ) $ ( 2,448 )

4 unchanged sentences

( 53 ) 1 3 ( 49 )

Balance at September 27, 2025 $ ( 2,512 ) $ ( 23 ) $ ( 265 ) $ ( 2,801 )

Balance at March 28, 2026 $ ( 2,234 ) $ ( 22 ) $ ( 242 ) $ ( 2,497 )

THERMO FISHER SCIENTIFIC INC.

2 unchanged sentences

Supplemental cash flow information is as follows:

Nine months ended

(In millions) September 27, 2025 September 28, 2024

Three months ended

(In millions) March 28, 2026 March 29, 2025

Non-cash investing and financing activities

3 unchanged sentences

Excise tax from stock repurchases

Unsettled share repurchases 37 —

Cash, cash equivalents and restricted cash is included in the accompanying balance sheet as follows:

(In millions) September 27, 2025 December 31, 2024

(In millions) March 28, 2026 December 31, 2025

Cash and cash equivalents $ 3,254 $ 9,852

5 unchanged sentences

The following table provides the aggregate notional value of outstanding derivative contracts.

(In millions) September 27, 2025 December 31, 2024

(In millions) March 28, 2026 December 31, 2025

Notional amount

6 unchanged sentences

Fair value – assets Fair value – liabilities

September 27, December 31, September 27, December 31,

March 28, December 31, March 28, December 31,

(In millions) 2026 2025 2026 2025

5 unchanged sentences

Total derivatives $ 780 $ 685 $ 598 $ 506

The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheets under the caption other current assets, other assets, other current liabilities, or other long-term liabilities.

The fair value of currency exchange contracts is included in the accompanying balance sheets under the captions other current assets or other accrued expenses.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides information on the company’s derivative positions subject to master netting arrangements, presented on a net basis, had the company elected to offset the asset and liability balances of its positions in the consolidated balance sheets:

Fair value – assets Fair value – liabilities

March 28, December 31, March 28, December 31,

(In millions) 2026 2025 2026 2025

Gross amounts recognized in the consolidated balance sheets $ 780 $ 685 $ 598 $ 506

Gross amounts subject to offset in master netting arrangements not offset in the consolidated balance sheets ( 444 ) ( 319 ) ( 444 ) ( 319 )

Total derivatives, net $ 337 $ 366 $ 155 $ 187

The fair value of the currency exchange contracts is included in the accompanying balance sheets under the captions other current assets or other accrued expenses.

Gain/(loss) recognized

Three months ended Nine months ended

September 27, September 28, September 27, September 28,

Three months ended

March 28, March 29,

(In millions) 2026 2025

5 unchanged sentences

Included in cumulative translation adjustment within other comprehensive income/(loss)

13 ( 488 ) ( 1,225 ) ( 127 )

Cross-currency interest rate swaps

2 unchanged sentences

Included in interest expense

67 67 201 200

Derivatives not designated as hedging instruments

1 unchanged sentence

Included in cost of product revenues

( 1 ) ( 6 ) ( 3 ) 1

Included in other income/(expense)

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 27, 2025

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

Revenues from external customers $ 2,194 $ 1,847 $ 1,154 $ 5,927 $ 11,122

Intersegment revenues 394 46 20 43 503

2,588 1,893 1,174 5,970 11,626

Elimination of intersegment revenues

Consolidated revenues

Segment Income

Cost of revenues 961 975 682 4,622

Selling, general, and administrative expenses 470 307 175 582

Research and development expenses 136 144 42 14

Other segment items 53 39 ( 46 ) ( 116 )

Segment income

968 429 321 868 2,587

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

Amortization of acquisition-related intangible assets

Interest income 234

Interest expense ( 347 )

Other income/(expense)

Consolidated income before income taxes $ 1,826

(In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated

Segment assets $ 88,209 $ 3,552 $ 3,189 $ 1,307 $ 6,763 $ 103,020

Purchases of property, plant and equipment 23 32 18 34 297 404

Depreciation of property, plant and equipment — 62 26 23 115 227

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended September 28, 2024

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

Revenues from external customers $ 2,009 $ 1,776 $ 1,111 $ 5,701 $ 10,598

Intersegment revenues 378 32 18 39 467

2,387 1,808 1,129 5,740 11,065

Elimination of intersegment revenues

Consolidated revenues $ 10,598

Segment Income

Cost of revenues 907 878 668 4,488

Selling, general, and administrative expenses 475 310 178 588

Research and development expenses 141 134 44 16

Other segment items 19 35 ( 54 ) ( 125 )

Segment income

845 451 293 773 2,362

Unallocated amounts

Cost of revenues adjustments

Selling, general and administrative expenses adjustments

Restructuring and other costs

Amortization of acquisition-related intangible assets

Interest income 277

Interest expense ( 356 )

Other income/(expense)

Consolidated income before income taxes $ 1,742

(In millions) Unallocated amounts Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Consolidated

Segment assets $ 86,575 $ 3,211 $ 2,905 $ 1,234 $ 6,438 $ 100,364

Purchases of property, plant and equipment 23 27 19 26 177 271

Depreciation of property, plant and equipment — 58 25 29 179 291

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended September 27, 2025

Three months ended March 28, 2026

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended September 28, 2024

Three months ended March 29, 2025

(In millions) Life Sciences Solutions Analytical Instruments Specialty Diagnostics Laboratory Products and Biopharma Services Total

24 unchanged sentences

Depreciation of property, plant and equipment — 59 24 22 172 276

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Acquisitions and Divestiture

The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net assets, resulting in goodwill, primarily due to expectations of the synergies that will be realized by combining the businesses and the benefits that will be gained from the assembled workforces.

3 unchanged sentences

Acquisitions have been accounted for using the acquisition method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition.

Pending Acquisition

The company has entered into an agreement to acquire Clario Holdings, Inc.

for approximately $ 8.875 billion in cash at the closing of the transaction, with an additional $ 125 million in deferred consideration and up to $ 400 million in contingent consideration to be payable following the closing.

Clario is a leading provider of endpoint data solutions for clinical trials.

The transaction, which is expected to be completed by the middle of 2026, is subject to customary closing conditions and regulatory approvals.

Upon completion, Clario will become part of the Laboratory Products and Biopharma Services segment.

On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, Solventum Corporation’s Purification and Filtration business, which became the company’s filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications.

The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows.

In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 patient data to improve decision-making, accelerate innovation and drive greater productivity.

The goodwill recorded as a result of this business combination is not expected to be tax deductible.

The components of the preliminary purchase price and net assets acquired are as follows:

(In millions) Filtration and separation business

(In millions) Clario

Purchase price

Debt settled 3,180

Purchase price payable 121

Fair value of contingent consideration

1 unchanged sentence

Net assets acquired

Property, plant and equipment

Definite-lived intangible assets

2 unchanged sentences

Net other assets/(liabilities)

Contract liabilities

Deferred tax assets/(liabilities)

The preliminary allocation of the purchase price for the acquisition of Solventum’s Filtration and Separation business is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, real and personal property, inventory and the related deferred taxes.

The preliminary allocation of the purchase price for the acquisition of Clario is based on the estimates of the fair value of the purchase price and net assets acquired and is subject to adjustment upon finalization, largely with respect to acquired intangible assets, contract liabilities and the related deferred taxes.

Measurements of these items inherently require significant estimates and assumptions.

In addition, in 2025, the company acquired within the Laboratory Products and Biopharma Services segment, a sterile fill finishing and packaging facility to meet the growing demand from pharma and biotech customers for U.S.

manufacturing capacity.

In 2026, the company also acquired, within the Analytical Instruments segment, two proteomics software companies including one in the U.S.

and one in Germany, further strengthening our mass spectrometry and proteomics software capabilities.

The weighted-average amortization periods for definite-lived intangible assets acquired in 2026 are 20 years for customer relationships, 7 years for product technology, 3 years for trade names, and 3 years for backlog.

The weighted-average amortization period for all definite-lived intangible assets acquired in 2026 is 15 years.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The weighted-average amortization periods for definite-lived intangible assets acquired in 2025 are 18 years for customer relationships, 19 years for product technology, and 15 years for trade names.

The weighted-average amortization period for all definite-lived intangible assets acquired in 2025 is 18 years.

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 goodwill recorded as a result of this business combination is not tax deductible.

The components of the purchase price and net assets acquired are as follows:

(In millions) Olink

On September 1, 2025, the company acquired, within the Life Sciences Solutions segment, our filtration and separation business, a leading provider of purification and filtration technologies used in the production of biologics as well as in medical technologies and industrial applications, from Solventum Corporation.

The business strengthens the segment’s bioproduction offerings with advanced filtration technologies that improve quality and efficiency across upstream and downstream workflows.

In addition, its industrial filtration and membrane solutions will expand our reach into industries including battery, semiconductor and medical device manufacturing.

The goodwill recorded as a result of this business combination is not expected to be tax deductible.

The components of the preliminary purchase price and net assets acquired are as follows:

(In millions) Filtration and separation business

Purchase price

Purchase price payable

Fair value of contingent consideration

Cash acquired

Net assets acquired

Property, plant and equipment

Definite-lived intangible assets

3 unchanged sentences

Deferred tax assets/(liabilities)

Measurements of these items inherently require significant estimates and assumptions.

manufacturing capacity.

The weighted-average amortization periods for definite-lived intangible assets acquired in 2025 are 18 years for customer relationships, 19 years for product technology, and 15 years for trade names.

The weighted-average amortization period for definite-lived intangible assets acquired in 2024 is 18 years.

The weighted-average amortization period for all definite-lived intangible assets acquired in 2025 is 18 years.

On April 27, 2026, the company entered into an agreement to sell its microbiology business to Astorg for approximately $ 1.075 billion, consisting of cash and a $ 50 million seller note.

The business is part of the Specialty Diagnostics segment.

The sale is subject to customary closing conditions and applicable regulatory approvals and is expected to close in the second half of 2026.

The assets and liabilities of the microbiology business were as follows as of March 28, 2026:

(In millions)

Current assets $ 231

Long-term assets 758

Current liabilities 72

Long-term liabilities 59

THERMO FISHER SCIENTIFIC INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements