赛默飞世尔科技美股招股说明书(2025-11-25版)

Thermo Fisher Scientific (Finance I) B.V.€1,000,000,000 Floating Rate Senior Notes due 2027€1,100,000,000 3.628% Senior Notes due 2035Fully and Unconditionally Guaranteed byThermo Fisher Scientific Inc. Thermo Fisher Scientific (Finance I) B.V. (“Thermo Fisher International”) is offering €1,000,000,000 aggregate principal amount of FloatingRate Senior Notes due 2027 (the “floating rate notes”) and €1,100,000,000 aggregate principal amount of 3.628% Senior Notes due 2035(the “fixed rate notes” and, together with the floating rate notes, the “notes”). The floating rate notes will bear interest at a rate equivalent tothe 3-month EURIBOR plus 0.280% per annum; provided that the minimum interest rate will be zero. Thermo Fisher International will payinterest on the floating rate notes quarterly in arrears on March1, June1, September1 and December1 of each year, beginning on March 1,2026. Thermo Fisher International will pay interest on the fixed rate notes annually in arrears on December1 of each year, beginning onDecember1, 2026. The floating rate notes will mature on December1, 2027 and the fixed rate notes will mature on December 1, 2035. The floating rate notes are not redeemable prior to maturity, except as described below. Thermo Fisher International may redeem some or allof the fixed rate notes at any time and from time to time at the applicable redemption prices described in this prospectus supplement. See“Description of the Notes—Optional Redemption.” In addition, Thermo Fisher International may redeem either series of notes, in whole butnot in part, at its option; subject to certain conditions (asdescribed herein), in the event of certain developments affecting U.S. or Netherlandstaxation. See “Description of the Notes—Redemption Upon Changes in Withholding Taxes.” If a Change of Control Triggering Event asdescribed in this prospectus supplement occurs, Thermo Fisher International may be required to offer to purchase the notes from the holders.See “Description of the Notes—Repurchase Upon a Change of Control.” There is no sinking fund for the notes. The notes will be general unsecured obligations of Thermo Fisher International and will rank equally in right of payment with all of ThermoFisher International’s other existing and future unsecured senior indebtedness, if any, and will rank senior to any subordinated indebtednessthat Thermo Fisher International may incur. All of Thermo Fisher International’s obligations under the notes will be fully and unconditionallyguaranteed by Thermo Fisher Scientific Inc. (“Thermo Fisher”), Thermo Fisher International’s ultimate parent company, on an unsecuredbasis (the“guarantees”). The guarantees will rank equally in right of payment with all of Thermo Fisher’s other existing and futureunsecured senior indebtedness and will rank senior to any subordinated indebtedness that Thermo Fisher may incur. Interest on the notes will accrue from December 1, 2025. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. We intend to apply to list the notes on the New York Stock Exchange. The listing application will be subject to approval by the New YorkStock Exchange. Upon such listing, we will use commercially reasonable best efforts to maintain such listing and satisfy the requirements forsuch continued listing as long as the notes are outstanding. We expect to deliver the notes through the book-entry systems of Clearstream Banking S.A. and Euroclear Bank SA/NV against payment onor about December 1, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSTABILIZATIONS-iiiNOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREAS-ivNOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOMS-vENFORCEMENT OF JUDGMENTSS-viSPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTSS-viiSUMMARYS-1RISK FACTORSS-8USE OF PROCEEDSS-15EXCHANGE RATESS-16DESCRIPTION OF THE NOTESS-17CERTAIN TAX CONSIDERATIONSS-30UNDERWRITINGS-37LEGAL MATTERSS-42EXPERTSS-43WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCES-44 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE3FORWARD-LOOKING STATEMENTS4THERMO FISHER5THERMO FISHER INTERNATIONAL6USE OF PROCEEDS7DESCRIPTION OF THERMO FISHER DEBT SECURITIES8DESCRIPTION OF THERMO FISHER INTERNATIONAL DEBT SECURITIES20DESCRIPTION OF CAPITAL STOCK34DESCRIPTION OF DEPOSITARY SHARES41DESCRIPTION OF PURCHASE CONTRACTS44DESCRIPTION OF UNITS45DESCRIPTION OF WARRANTS46FORMS OF SECURITIES47PLAN OF DISTRIBUTION49LEGAL MATTERS51EXPERTS51 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is the prospectus supplement, which describes the specific termsof this offering. The second part is the pros