Thermo Fisher Scientific Inc. announced that it has priced an offering of $3.8 billion aggregate principal amount (the ?Offering?) of the following notes: $1.0 billion aggregate principal amount of its 4.215% senior notes due 2031 (the ?2031 notes?) at the issue price of 100.000% of their principal amount; $750 million aggregate principal amount of its 4.550% senior notes due 2033 (the ?2033 notes?) at the issue price of 99.783% of their principal amount; $1.3 billion aggregate principal amount of its 4.902% senior notes due 2036 (the ?2036 notes?) at the issue price of 100.000% of their principal amount; and $750 million aggregate principal amount of its 5.546% senior notes due 2046 (the ?2046 notes? and, together with the 2031 notes, the 2033 notes and the 2036 notes, the ?notes?) at the issue price of 100.000% of their principal amount. The Offering is expected to close on or about February 12, 2026, subject to the satisfaction of customary closing conditions.

The notes will pay interest on a semi-annual basis. Thermo Fisher intends to use the net proceeds from the sale of the notes to pay a portion of the cash consideration payable for the pending acquisition of Clario Holdings Inc. (the ?Clario Acquisition?). Pending completion of the Clario Acquisition, Thermo Fisher may also determine to use a portion of the net proceeds of the Offering for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures or the repurchase of its outstanding equity securities or it may temporarily invest the net proceeds in short-term, liquid investments until they are used for their ultimate purpose.

The joint book-running managers for the Offering are Deutsche Bank Securities Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America Inc. and Wells Fargo Securities, LLC.