SEC Form FWP filed by Thermo Fisher Scientific Inc

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-285159

333-285159-01

 

Thermo Fisher Scientific (Finance I) B.V.

€1,000,000,000 Floating Rate Senior Notes due 2027 (“Floating Rate Notes”)

€1,100,000,000 3.628% Senior Notes due 2035 (“2035 Notes”)

 

November 24, 2025

 

Pricing Term Sheet

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.  Credit ratings are subject to change depending on financial and other factors.

 

We expect to deliver the notes against payment for the notes on or about December 1, 2025, which is the fifth London business day and fourth New York business day following the date of the pricing of the notes. Under Regulation (EU) No 909/2014, as amended, trades in the secondary market generally are required to settle in two business days in the place of settlement unless the parties to a trade expressly agree otherwise. Also, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one New York business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes before the first or second business day, as applicable, prior to December 1, 2025 will be required to specify alternative settlement arrangements to prevent a failed settlement.

The guarantor has filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) (including a prospectus), filed by the issuer and the guarantor, for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement, the prospectus supplement related to the offering and the other documents the guarantor has filed with the SEC for more complete information about the guarantor, the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the joint book-running managers can arrange to send you the prospectus and prospectus supplement related to the offering if you request it by calling Barclays Bank PLC at 1-888-603-5847, BNP PARIBAS at 1-800-854-5674, HSBC Continental Europe at 1-866-811-8049 or Morgan Stanley & Co. International plc at 1-866-718-1649.

This pricing term sheet is not a prospectus for the purposes of (i) Regulation (EU) 2017/1129, as amended or (ii) Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom.

 

MiFID II and UK MiFIR – professionals/ECPs-only / No PRIIPs KID or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom.

 

The communication of this pricing term sheet, the prospectus supplement, the accompanying prospectus, any other related free writing prospectus and any other document or materials relating to the issue of each series of the notes described herein is not being made, and this pricing term sheet, the prospectus supplement, the accompanying prospectus, any other related free writing prospectus such other documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended. Accordingly, this pricing term sheet, the prospectus supplement, the accompanying prospectus, any other related free writing prospectus and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This pricing term sheet, the prospectus supplement, the accompanying prospectus, any other related free writing prospectus and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are any other persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This pricing term sheet, the prospectus supplement, the accompanying prospectus, any other related free writing prospectus and any such other document and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this pricing term sheet, the prospectus supplement, the accompanying prospectus, any other related free writing prospectus and any such other document and/or materials relate will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing term sheet, the prospectus supplement, the accompanying prospectus or any other related free writing prospectus relating to the issue of each series of the notes described herein or any of their contents.