THERMO FISHER SCIENTIFIC INC.
For the period ended Feb 9, 2026. Filed Feb 12, 2026.
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Feb 9, 2026 · Filed Feb 12, 2026
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Contents
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about timing and completion of the Offering, the Company’s intended use of proceeds therefrom, and the pending Clario Acquisition. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including risks and uncertainties relating to capital markets conditions and completion of the Offering and the Clario Acquisition. Additional important factors and information regarding the Company’s business that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the “Risk Factors” section of the prospectus dated February 24, 2025 and the preliminary prospectus supplement dated February 9, 2026 related to the Offering and in Part 1, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the other documents incorporated by reference into the prospectus and prospectus supplement, which are on file with the SEC and available in the “Investors” section of the Company’s website under the heading “SEC Filings.” These forward-looking statements are based on the Company’s current expectations and speak only as of the date of this communication. 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, whether as a result of new information, future developments, or otherwise, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated February 9, 2026, by and among the Company, as issuer, and Deutsche Bank Securities Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC and the several other underwriters named in Schedule A thereto. |
| 4.1 | Indenture, dated as of November 20, 2009, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed November 20, 2009 File No. 1-8002 and incorporated in this document by reference). |
| 4.2 | Thirtieth Supplemental Indenture, dated as of February 12, 2026, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above). |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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