Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to __________________ Commission file number 1-278 EMERSON ELECTRIC CO. (Exact name of registrant as specified in its charter) Missouri 43-0259330 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 8027 Forsyth Blvd St. Louis,Missouri 63105 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 553-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class TradingSymbol(s) Name of each exchange on which registered Common Stock of $0.50 par value per share EMR New York Stock Exchange NYSE Texas 2.000% Notes due 2029 EMR 29 New York Stock Exchange 3.000% Notes due 2031 EMR 31A New York Stock Exchange 3.500% Notes due 2037 EMR 37 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issues its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ Aggregate market value of the voting stock held by nonaffiliates of the registrant as of close of business on March 31, 2025: $61.5 billion. Common stock outstanding at October 31, 2025: 561.8 million shares. Documents Incorporated by Reference 1. Portions of Emerson Electric Co. Notice of 2026 Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof.
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PART I ITEM 1 - BUSINESS Emerson Electric Co. ("Emerson", "we", "us", "our" or the "Company”) is a global technology and software company that provides innovative solutions for customers in a wide range of end markets around the world. Through its leading automation portfolio, Emerson helps process, hybrid and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals. Sales by geographic destination in 2025 were: the Americas, 51 percent; Asia, Middle East & Africa, 30 percent (China, 10 percent); and Europe, 19 percent. Portfolio management is an integral component of Emerson's growth and value creation strategy. Over the past three years, the Company has taken significant actions to accelerate the transformation of its portfolio through the completion of strategic acquisitions and divestitures of non-core businesses. These actions were undertaken to create a cohesive, higher growth, higher margin industrial technology portfolio, and the Company is now a global automation leader serving a diversified set of end markets. The Company’s recent portfolio actions include the following transactions (note that all dollars in Item 1 are in millions, except where noted): • On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion. As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company. AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership. AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented. • On October 11, 2023, the Company completed the acquisition of National Instruments Corporation ("NI") at an equity value of $8.2 billion. NI, which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, had revenues of approximately $1.7 billion and pretax earnings of approximately $170 for the 12 months ended September 30, 2023. • On May 31, 2023, the Company completed the sale of a majority stake in its Climate Technologies business (which constitutes the former Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in 2022; the new standalone business is named Copeland) to private equity funds managed by Blackstone in a $14.0 billion transaction. Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion and a note receivable with a face value of $2.25 billion, while retaining a 40 percent non-controlling common equity interest in a new standalone joint venture between Emerson and Blackstone. Subsequently, in August 2024, Emerson sold its 40 percent non- controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and sold the note receivable to Copeland for $1.9 billion. • On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion. Further information regarding acquisition and divestiture activity is set forth in Notes 4 and 5. As a result of its portfolio transformation discussed above, the Company now reports six segments and two business groups, which are highlighted in the table below (see Note 20 for further details). INTELLIGENT DEVICES SOFTWARE AND CONTROL • Final Control • Control Systems & Software • Measurement & Analytical • Test & Measurement • Discrete Automation • Safety & Productivity 1
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The Company's comprehensive automation portfolio includes intelligent devices, control systems and design and optimization software solutions to support a diverse set of industries and infrastructure, including process industries (such as chemical, power & renewables and energy), hybrid industries (life sciences, metals & mining, food & beverage, pulp & paper, and others), discrete industries (including automotive, medical, packaging and semiconductor) and more. Emerson was incorporated in Missouri in 1890 and has evolved through internal growth and strategic acquisitions. Management has a well-established set of operating mechanisms to manage its business performance and set strategy. The Company also has processes undertaken by management with oversight from the Board of Directors to specifically focus on risks in areas such as cybersecurity, compliance, legal, sustainability, financial and reputational, among others. The Company periodically updates, assesses, and monitors its risk exposures, provides timely updates to the Board, and takes actions to mitigate these risks. All Note references in this document refer to Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K, which notes are hereby incorporated by reference. See also Item 1A - “Risk Factors” and Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” INTELLIGENT DEVICES Final Control The Final Control segment is a leading global provider of control valves, isolation valves, shutoff valves, pressure relief valves, pressure safety valves, actuators, and regulators for process and hybrid industries. These solutions respond to commands from a control system to continuously and precisely control and regulate the flow of liquids or gases to achieve safe operation along with reliability, sustainability and optimized performance. Products within our Final Control segment are marketed under a variety of brands including: Anderson Greenwood, Bettis, Crosby, Fisher, Keystone, KTM and Vanessa. Measurement & Analytical The Measurement & Analytical segment is a leading supplier of intelligent instrumentation measuring the physical properties of liquids or gases, such as pressure, temperature, level, flow, acoustics, corrosion, pH, conductivity, water quality, toxic gases, and flame. These devices transfer data and asset management information to control systems and automation software, allowing process and hybrid industry operators to make educated decisions regarding production, reliability, sustainability and safety. Products within our Measurement & Analytical segment are marketed under a variety of brands including: Flexim, Micro Motion and Rosemount. Discrete Automation The Discrete Automation segment includes solenoid valves, pneumatic valves, valve position indicators, pneumatic cylinders and actuators, air preparation equipment, pressure and temperature switches, electric linear motion solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries. Products within our Discrete Automation segment are marketed under a variety of brands including: Afag, Appleton, ASCO, Aventics, Branson, Movicon, PACSystems, SolaHD, TESCOM, and TopWorx. Safety & Productivity The Safety & Productivity segment delivers tools for professionals and homeowners that support infrastructure, promote safety and enhance productivity. Pipe-working tools include pipe wrenches and cutters, pipe threading and roll grooving equipment, battery hydraulic tools for press connections, drain cleaners and diagnostic systems, including sewer inspection cameras and locating equipment. Electrical tools include conduit benders and cable pulling equipment, battery hydraulic tools for cutting and crimping electrical cable, and hole-making equipment. Other professional tools include water jetters, wet-dry vacuums, commercial vacuums and hand tools. Products within our Safety & Productivity segment are marketed under a variety of brands including: Greenlee, Klauke, ProTeam and RIDGID. 2
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SOFTWARE AND CONTROL Control Systems & Software The Control Systems & Software segment provides control systems and software that control plant processes by collecting and analyzing information from measurement devices in the plant. These technologies determine optimal settings with software based on a customer's specific algorithms and use that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality, process efficiency, sustainability and safety. These solutions include distributed control systems, safety instrumented systems, SCADA systems, application software, digital twins, asset performance management and cybersecurity. Control Systems & Software solutions are predominantly used by process and hybrid manufacturers. This segment also includes the AspenTech business, which is a global leader in asset optimization software that enables industrial manufacturers to design, operate and maintain their operations for maximum performance. AspenTech combines decades of modeling, simulation and optimization capabilities with industrial operations expertise and applies advanced analytics to improve the profitability and sustainability of production assets. The purpose-built software drives value for customers by improving operational efficiency and maximizing productivity, reducing unplanned downtime and safety risks, and minimizing energy consumption and emissions. Products within our Control Systems & Software segment are marketed under a variety of brands including DeltaV and Ovation. Test & Measurement As discussed above, Emerson completed the acquisition of NI on October 11, 2023. This business is now referred to as Test & Measurement and is reported as a segment in the Software and Control business group. Test & Measurement provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost. The Test & Measurement business spans the full range of customer needs including modular instrumentation, data acquisition and control solutions, and general-purpose development software. RESEARCH & DEVELOPMENT Investing in innovation to accelerate organic growth is a critical component of Emerson's value creation strategy. The Company is focused on key growth initiatives across its software, control and intelligent devices portfolio. These initiatives include disruptive measurement technologies, software-defined automation systems, self-optimizing asset software and sustainability solutions. Total spending for R&D, engineering expense and customer-funded engineering and development was 8.1 percent of sales in 2025 and in 2024, compared to 6.9 percent in 2023. DISTRIBUTION The principal worldwide distribution channel for a majority of the Company's product offerings is through a direct sales force, while a network of independent sales representatives, and to a lesser extent independent distributors purchasing products for resale, are also utilized. RAW MATERIALS The Company's major requirements for basic raw materials include steel, cast iron, electronics, rare earth metals, aluminum and brass; and to a lesser extent, plastics and petroleum-based chemicals. The Company seeks to have many sources of supply for each of its major requirements in order to avoid significant dependence on any one or a few suppliers. However, the supply of materials or other items could be disrupted by natural disasters or other events. Despite market price volatility for certain requirements, the raw materials and various purchased components needed for the Company’s products have generally been available in sufficient quantities. See Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” PATENTS, TRADEMARKS AND LICENSES The Company maintains an intellectual property portfolio it has developed or acquired over a number of years, including patents, trademarks and licenses. The Company also continues to develop or acquire new intellectual property. New patent applications are continuously filed to protect the Company’s ongoing research and development activities and the Company periodically reviews the continued utility of patent assets. The Company’s 3
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trademark registrations may be renewed and their duration is dependent upon national laws and trademark use. While this proprietary intellectual property portfolio is important to the Company in the aggregate, management does not regard any of its segments as being dependent on any single patent, trademark registration or license. BACKLOG The Company’s estimated consolidated order backlog was $8.6 billion and $8.4 billion at September 30, 2025 and 2024. Approximately 75 percent of the Company’s consolidated backlog is expected to be recognized as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter. Backlog by business group at September 30, 2025 and 2024 follows (dollars in millions): 2024 2025 Intelligent Devices $ 4,491 4,499 Software and Control 3,957 4,130 Total Backlog $ 8,448 8,629 COMPETITION The Company's businesses operate in highly competitive markets. The Company competes based on product performance, quality, branding, service and/or price across the industries and markets served. A significant element of the Company's competitive strategy is to deliver solutions to our customers by manufacturing high-quality products at the best relevant global cost. Although no single company competes directly with Emerson in all of the Company's product lines, various companies compete in one or more product lines with the number of competitors varying by product line. Some competitors have substantially greater sales, assets and financial resources than Emerson and the Company also competes with many smaller companies. Management believes Emerson has a market leadership position in many of its product lines. REGULATIONS The Company's operations, products and services are subject to various government regulations, including environmental regulations. Our manufacturing locations generate waste, of which treatment, storage, transportation and disposal are subject to U.S. federal, state, foreign and/or local laws and regulations relating to protection of the environment. The Company continually works to minimize the environmental impact of its operations through safe technologies, facility design and operating procedures. Compliance with government regulations, including environmental regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on the Company's capital expenditures (including expenditures for environmental control facilities), earnings or competitive position. However, laws and regulations may be changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon the Company and which could negatively impact our operating results. See Item 1A - "Risk Factors." HUMAN CAPITAL RESOURCES Emerson is dedicated to modernizing our workplace culture to meet the needs and expectations of today's workers and attract talent that will help us thrive. In 2022, Emerson introduced Let's Go, the Company's first-ever employee value proposition (EVP), inviting our global workforce and potential hires to join in making the world healthier, safer, smarter and more sustainable. The skills, experience and industry knowledge of key employees significantly benefit Emerson's operations and performance. The Company's Board of Directors and management oversee various employee initiatives. Emerson supports and develops its employees through global training and development programs that build and strengthen employees' leadership and professional skills. Leadership development programs include intensive learning programs for new leaders as well as more established leaders. The Company also partners with educational institutions to help prepare current and future workers with the knowledge and skills they need to succeed. To assess and improve employee retention and engagement, Emerson implemented a globally consistent, digital continuous listening strategy in 2023 through which all employees across the Company are surveyed annually and 4
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their feedback is used to drive actions that address areas of employee interest and concern. In 2025, 91 percent of employees participated (up from 89 percent in 2024) and Emerson's overall engagement score held steady at 79 percent. In addition, Emerson's inclusion index score increased by approximately 1 percentage point to 80 percent. Employee health and safety in the workplace is also one of the Company’s core values. The Emerson Safety Council is led by our Chief Sustainability Officer and oversees our safety efforts, supported by health and safety leaders and committees that operate in our businesses and at local sites. Hazardous risks are actively identified in the workplace and management tracks both safety-related incidents and corrective actions. Driving safety culture and accountability to improve workplace safety remains a high priority across the Company. In 2025, the Company's total recordable rate of injuries was 0.25, and its lost or restricted workday case rate was 0.20 (both measured as the number of incidents per 100 employees). We have identified other human capital priorities, including, among other things, providing competitive wages and benefits and promoting an inclusive culture. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully. The Company and its subsidiaries had approximately 71,000 employees at September 30, 2025. Management believes that the Company's employee relations are favorable. A small portion of the Company’s U.S. employees are unionized, while outside the U.S., we have employees in certain countries, particularly in Europe, that are represented by an employee representative organization, such as a union, works council or employee association. ENVIRONMENTAL SUSTAINABILITY Emerson’s global purpose is to drive innovation that makes the world healthier, safer, smarter and more sustainable. Our environmental sustainability strategy is focused on driving progress within our operations and helping our customers achieve their environmental sustainability objectives. The Technology and Environmental Sustainability Board committee is tasked with overseeing strategy related to technology and R&D, the Company's product cybersecurity practices and Emerson's environmental sustainability goals and programs. Emerson’s environmental sustainability initiatives and strategy are discussed further in our 2024 Sustainability Report, which can be found on our website at www.Emerson.com; this report is not incorporated by reference and should not be considered part of this Form 10-K. INTERNET ACCESS Emerson's reports on Forms 10-K, 10-Q, 8-K and all amendments to those reports, as well as proxy statements, are available without charge through the Company’s website on the internet as soon as reasonably practicable after they are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC). They may be accessed as follows: ir.emerson.com/sec-filings. The information set forth under Item 1A - “Risk Factors” is hereby incorporated by reference. ITEM 1A - RISK FACTORS Investing in our securities involves risks. You should carefully consider, among other matters, the factors set forth below and the other information in this report. The Company’s risk factors set forth below are not the only risks facing the Company. Additional risks and uncertainties not currently known to management or that management currently deems immaterial also may materially, adversely affect the Company’s business, financial condition or operating results. We may amend or supplement the risk factors set forth below from time to time by other reports we file with the SEC. Business and Operational Risks We Operate in Businesses That Are Subject to Competitive Pressures That Could Affect Prices or Demand for Our Products Our businesses operate in markets that are highly competitive and potentially volatile, and we compete on the basis of product performance, quality, service and/or price across the industries and markets served. Our businesses are 5
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largely dependent on the current and future business environment, including capital and consumer spending. A significant element of our competitive strategy is to deliver solutions to our customers by manufacturing high-quality products at the best relevant global cost. Various companies compete with us in one or more product lines and the number of competitors varies by product line. Some of our competitors have substantially greater sales, assets and financial resources than our Company and we also compete with many smaller companies. Competitive pressures could adversely affect prices or customer demand for our products, impacting our sales or profit margins, and/or resulting in a loss of market share. In addition, certain of our businesses rely, in part, on independent sales representatives and distributors. Any disruption or adverse change in our relationships with these independent sales representatives could weaken our competitive position and adversely affect our results of operations, cash flows and financial condition. A disruption or adverse change could result from the sale or financial instability of an independent sales representative or distributor, changes to our relationship including favoring competing products for any reason, or other events. Our Operating Results Depend in Part on Continued Successful Research, Development and Marketing of New and/or Improved Products and Services, and There Can Be No Assurance That We Will Continue to Successfully Introduce New Products and Services The success of new and improved products and services depends on their initial and continued acceptance by our customers. Our businesses are affected by varying degrees of technological change, such as, among others, artificial intelligences and machine learning, and corresponding shifts in customer demand, which result in unpredictable product transitions, shortened life cycles and increased importance of being first to market with new products and services. We may experience difficulties or delays in the research, development, production and/or marketing of new products and services which may negatively impact our operating results and prevent us from recouping or realizing a return on the investments required to continue to bring new products and services to market. We must anticipate and respond to market and technological changes driven by broader trends such as decarbonization and electrification efforts in response to climate change. Market growth from the use of cleaner energy sources, as well as emissions management, energy efficiency and decarbonization efforts are likely to depend in part on technologies not yet deployed or widely adopted today. We may not adequately innovate or position our businesses for the adoption of technologies such as battery storage solutions, hydrogen use cases in industry, mobility, and power generation, enhanced electrical grid demand management, carbon capture and sequestration or advanced nuclear power. These trends and the relative competitiveness of our product and service offerings will continue to be impacted by uncertain factors such as the pace of technological developments and related cost considerations, the levels of economic growth in different markets around the world and the adoption of climate change-related policies such as carbon taxes, greenhouse gas emission reductions, incentives or mandates for particular types of energy, or policies that impact the availability of financing for certain types of projects. If We Are Unable to Defend or Protect Our Intellectual Property Rights, the Company's Competitive Position Could Be Adversely Affected The Company's intellectual property rights are important to its business and include numerous patents, trademarks, copyrights, trade secrets and other confidential information. This intellectual property may be subject to challenge, infringement, invalidation or circumvention by third parties. Despite extensive security measures, our intellectual property may be subject to misappropriation through unauthorized access of our information technology systems, employee theft, or other acts of industrial espionage. Should the Company be unable to adequately defend or protect its intellectual property, it may suffer competitive harm. We Engage in Acquisitions and Divestitures, Which Are Subject to Domestic and Foreign Regulatory Requirements, and May Encounter Difficulties in Integrating and Separating These Businesses and Therefore We May Not Realize the Anticipated Benefits We regularly seek growth through strategic acquisitions as well as evaluate our portfolio for potential divestitures. These activities require favorable environments to execute these transactions, and we may encounter difficulties in obtaining the necessary regulatory approvals in both domestic and foreign jurisdictions. In 2025 and in past years, we have made various acquisitions and divestitures, including our purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company, our acquisition of National Instruments, and our 6
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divestiture of the Climate Technologies business (now renamed Copeland), and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future. As a result of these transactions, the Company has a narrower business which is focused on higher growth markets including software, innovation and disruptive technologies, and may encounter more volatility and be more vulnerable to changing market conditions. The success of these transactions will depend on our ability to achieve higher rates of growth, integrate assets and personnel acquired in these transactions and to cooperate with our strategic partners. We may encounter difficulties in integrating acquisitions with our operations as well as separating divested businesses, and in managing strategic investments. Furthermore, we may not realize the degree, or timing, of anticipated benefits including, among others, increasing rates of profitability and growth. Any of the foregoing could adversely affect our business and results of operations. We Use a Variety of Raw Materials and Components in Our Businesses, and Significant Shortages or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products Our major requirements for raw materials include steel, cast iron, electronics, rare earth metals, aluminum, brass and, to a lesser extent, plastics and petroleum-based chemicals. The Company seeks multiple sources of supply for each of its major requirements in order to avoid significant dependence on any one or a few suppliers. However, the supply of materials or other items could be disrupted by natural disasters, a health epidemic or pandemic, or other events. Significant shortages or price increases could impact the prices our affected businesses charge, their operating costs and the competitive position of their products and services, which could adversely affect our results of operations. While we monitor market prices of the commodities we require and attempt to mitigate price exposure through hedging activities, this risk could adversely affect our operating results. Our Operations Depend on Production Facilities Throughout the World, a Majority of Which Are Located Outside the United States and Subject to Increased Risks of Disrupted Production, Causing Delays in Shipments and Loss of Customers and Revenue We manage businesses with manufacturing facilities worldwide, a majority of which are located outside the United States, and also source certain materials globally. Emerging market sales represent over one-third of total sales and serving a global customer base requires that we place more materials sourcing and production in emerging markets to capitalize on market opportunities and maintain a best-cost position. Our and our suppliers’ non-U.S. production facilities and operations could be disrupted by weather and natural disaster (including the potential effects of climate change), labor strife, war (including the Russia-Ukraine and other global conflicts), political unrest, terrorist activity or public health concerns such as an epidemic or pandemic, particularly in emerging countries that are not well-equipped to handle such occurrences. Our manufacturing facilities abroad are dependent on the stability of governments and business conditions and may be more susceptible to changes in laws, policies and regulations in host countries, as well as economic and political upheaval, than our domestic facilities. These facilities face increased risks of nationalization as well as operational disruptions which could cause delays in shipments of products and the loss of sales and customers, and insurance proceeds may not adequately compensate us. Access to Funding Through the Capital Markets is Essential to the Execution of Our Business Plan, and if We Are Unable to Maintain Such Access We Could Experience a Material Adverse Effect on Our Business and Financial Results Our ability to invest in our businesses, make strategic acquisitions and refinance maturing debt obligations requires access to the capital markets and sufficient bank credit lines to support short-term borrowings. Volatility in the capital markets may increase costs associated with issuing commercial paper or other debt instruments, or affect the Company’s ability to access those markets. If we are unable to continue to access the capital markets, we could experience a material adverse effect on our business and financial results. Additionally, if our customers, suppliers or financial institutions are unable to access the capital markets to meet their commitments to the Company, our business could be adversely impacted. Our Business Success Depends on the Ability to Attract, Develop and Retain Key Personnel Our success depends in part on the efforts and abilities of our management and key employees. Their skills, experience and industry knowledge significantly benefit our operations and performance. The failure to attract, 7
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develop and retain highly qualified personnel could adversely affect our ability to succeed in our human capital goals and priorities as well as negatively impact our business and operating results. Security and/or Data Privacy Breaches, or Disruptions of Our Information Technology Systems Could Adversely Affect Our Business The Company relies on information technology networks and systems, including the internet, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. These technology networks and systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components; power outages; telecommunications or system failures; terrorist attacks; natural disasters; employee error or malfeasance; server or cloud provider breaches; and computer viruses or cyberattacks. Cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology networks and systems to more sophisticated and targeted measures, known as advanced persistent threats, directed at the Company, its products, its customers and/or its third-party service providers. Despite the implementation of cybersecurity measures (including access controls, data encryption, vulnerability assessments, continuous monitoring, and maintenance of backup and protective systems), the Company’s information technology systems may still be vulnerable to cybersecurity threats and other electronic security breaches. It is possible for such vulnerabilities to remain undetected for an extended period. In addition, it is possible a security breach could result in theft of trade secrets or other intellectual property or disclosure of confidential customer, supplier or employee information. We anticipate that the risk of cybersecurity attacks will increase as artificial intelligence capabilities improve and are increasingly used to identify vulnerabilities and construct increasingly sophisticated cybersecurity attacks, with the possibility of additional vulnerabilities being introduced through our own use of artificial intelligence and its use by our stakeholders, including vendors and customers, among others. Should the Company be unable to prevent security breaches or other damage to our information technology systems, disruptions could have an adverse effect on our operations, as well as expose the Company to litigation, liability or penalties under privacy laws, increased cybersecurity protection costs, reputational damage and product failure. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S. and elsewhere. Compliance with privacy and localization laws and regulations increases operational complexity. Failure to comply with these regulatory standards could subject us to fines and penalties, as well as legal and reputational risks, including proceedings against the Company by governmental entities or others. Our Products and Services are Highly Sophisticated and Specialized, and a Major Product Failure or Similar Event Caused by Defects, Cybersecurity Incidents or Other Failures Could Adversely Affect Our Business, Reputation, Financial Position and Results of Operations We produce highly sophisticated products and provide specialized services that incorporate or use complex or leading-edge technology, including both hardware and software. Many of our products and services, including measurement and analytical instrumentation, industrial valves and equipment, and process control systems, are integrated and used in complex process, hybrid and discrete manufacturing environments. As a result, the impact of a catastrophic product failure or similar event could be significant. While we have built operational processes to ensure that our product design, manufacture, performance and servicing meet rigorous quality standards, there can be no assurance that we or our customers or other third parties will not experience operational process or product failures and other problems, including through manufacturing or design defects, process or other failures of contractors or third-party suppliers, cybersecurity incidents or other intentional acts, that could result in potential product, safety, regulatory or environmental risks. Cybersecurity incidents aimed at the software embedded in our products could lead to third-party claims resulting from damages caused by our product failures, and this risk is enhanced by the increasingly connected nature of our products. The potential consequences of a material cybersecurity incident include financial loss, reputational damage, litigation with third parties, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations. We May Use Artificial Intelligence in Our Businesses and in Our Products and Services, and Challenges With Managing its Use Could Result in Reputational Harm, Competitive Harm, and Legal Liability, and Adversely Affect Our Results of Operations Our businesses increasingly rely on artificial intelligence solutions to optimize our operations, improve customer experiences, and enhance our products and services. While the use of artificial intelligence presents significant 8
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opportunities, it also introduces a range of risks that could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. Our artificial intelligence efforts subject us to risks related to accuracy, intellectual property infringement or misappropriation, data privacy, and cybersecurity, among others, and if our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. Additionally, our competitors or other third parties may incorporate artificial intelligence into their products, services or operations more quickly or successfully than us, or develop superior products and services with the aid of artificial intelligence, which could impair our ability to compete effectively and adversely affect our results of operations. Finally, the regulatory landscape surrounding artificial intelligence is rapidly evolving and the use of artificial intelligence may be subject to new legal or regulatory requirements, the impact of which may be prohibitive or pose further risks from a legal or regulatory perspective. Industry and General Economic Risks Our Substantial Sales Both in the U.S. and Abroad Subject Us to Economic Risk as Our Results of Operations May Be Adversely Affected by Changes in Government Regulations and Policies and Currency Fluctuations We sell, manufacture, engineer and purchase products globally, with significant sales in both mature and emerging markets. We expect sales in non-U.S. markets to continue to represent a significant portion of our total sales. Our U.S. and international operations subject the Company to changes in government regulations and policies in a large number of jurisdictions around the world, including those related to trade, investments, taxation, exchange controls and repatriation of earnings. Changes in laws or policies (including their interpretations) governing the terms of foreign trade, trade restrictions or barriers, tariffs or taxes, trade protection measures, and retaliatory countermeasures, including on imports from countries where we manufacture products, could adversely impact our business and financial results. In addition, changes in the relative values of currencies occur from time to time and have affected our operating results and could do so in the future. While we monitor our exchange rate exposures and attempt to mitigate this exposure through hedging activities, this risk could adversely affect our operating results. The recent changes in U.S. trade policy involving the application or increase of tariffs and the subsequent retaliatory measures against the U.S. have created a dynamic environment that may have a material adverse impact on our business. While we have deployed strategies to mitigate the impact of these dynamic trade policies, there is no assurance that we will be able to mitigate the full impact of all such tariffs, retaliatory tariffs or other trade policies that have or may develop in this rapidly changing environment. Increasing trade tensions and changes in trade policies have the potential to adversely impact our costs, the demand for our products, our supply chain and the global economy, which may have an adverse impact on our business, including operating and financial results and conditions. Recessions, Adverse Market Conditions or Downturns in End Markets We Serve May Negatively Affect Our Operations In the past, our operations have been exposed to significant volatility due to changes in general economic conditions or consumer preferences, recessions or adverse conditions in the end markets we serve. In the future, similar changes could adversely impact overall sales, operating results (including potential impairment charges for goodwill or other long-lived assets) and cash flows. Moreover, during economic downturns we may undertake more extensive restructuring actions, including workforce reductions, global facility consolidations, centralization of certain business support activities, and other cost reduction initiatives, and incur higher costs. As these plans and actions can be complex, the anticipated operational improvements, efficiencies and other benefits might be delayed or not realized. Legal and Regulatory Risks Changes in Tax Rates, Laws or Regulations and the Resolution of Tax Disputes Could Adversely Impact Our Financial Results As a global company, we are subject to taxation in the U.S. and numerous non-U.S. jurisdictions. Significant judgment is required to determine our consolidated income tax provision and related liabilities. The Company’s effective tax rate, cash flows and operating results could be affected by changes in the mix of earnings in countries 9
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with different statutory tax rates, as well as by changes in the local tax laws and regulations, or the interpretations thereof, including multiple, overlapping tax regimes enacted as part of the Organization for Economic Cooperation and Development proposals that implement a global minimum tax. In addition, the Company’s tax returns are subject to regular review and audit by U.S. and non-U.S. tax authorities. While we believe our tax provisions are appropriate, the final outcome of tax audits or disputes could result in adjustments to the Company’s tax liabilities, which could adversely affect our financial results. Our Reputation, Ability To Do Business and Results of Operations Could Be Impaired By Improper Conduct By Any of Our Employees, Agents or Business Partners We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, anti-bribery, export and import compliance, anti-trust and money laundering, due to our global operations. In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced government corruption to some degree. We cannot provide assurance our internal controls will always protect us from the improper conduct of our employees, agents and business partners. Any such violation of law or improper actions could subject us to civil or criminal investigations in the U.S. and other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties and related shareholder lawsuits, could lead to increased costs of compliance and could damage our reputation, our business and results of operations. We Are Subject to Litigation and Environmental Regulations That Could Adversely Impact Our Operating Results We are, and may in the future be, a party to a number of legal proceedings and claims, including those involving intellectual property, commercial transactions, government contracts, the integration of emerging technologies (for example, artificial intelligence and machine learning, among others), M&A, employment, employee benefit plans, antitrust, anti-corruption, accounting, import and export, health and safety matters, product liability (including asbestos) and environmental matters, several of which claim, or may in the future claim, significant damages. Given the inherent uncertainty of litigation, we can offer no assurance that existing litigation or a future adverse development will not have a material adverse impact. We also are subject to various laws and regulations relating to environmental protection and the discharge of materials into the environment, and we could incur substantial costs as a result of the noncompliance with or liability for cleanup or other costs or damages under environmental laws. In addition, increased public awareness and concern regarding global climate change may result in more international, federal, and/or state or other stakeholder requirements or expectations that could result in more restrictive or expansive standards, such as stricter limits on greenhouse gas emissions or more prescriptive reporting of environmental, social, and governance metrics. There continues to be a lack of consistent climate change legislation and standards, which creates economic and regulatory uncertainty. While the Company has adopted certain voluntary goals or targets, environmental laws, regulations or standards may be changed, accelerated or adopted and impose significant operational restrictions and compliance requirements upon the Company, its products or customers, which could negatively impact the Company’s business, capital expenditures, results of operations, financial condition and competitive position. Increasing Interest and Expectations with Respect to Environmental, Social, and Governance (ESG) Matters by Our Various Stakeholders Could Adversely Affect Our Business and Operating Results In response to growing customer, investor, employee, governmental, and other stakeholder interest in our ESG practices, we have increased reporting of our ESG programs and performance and have established and announced our aspirational purpose, causes, values, and related commitments, goals or targets, including those regarding sustainability, greenhouse gas emissions, and our net zero ambition. Our ability to achieve such goals and aspirations is subject to numerous risks and uncertainties, many of which rely on the collective efforts of others or may be outside of our control. Such risks include, among others, the availability and adoption of new or additional technologies that reduce carbon or eliminate energy sources on a commercially reasonable basis, competing and evolving economic, policy and regulatory factors, the ability of suppliers and others to meet our sustainability and other goals, the availability of qualified candidates in our labor markets and our ability to recruit and retain diverse talent, and customer engagement in our goals. There may be times where actual outcomes vary from those aimed for or expected and sometimes challenges may delay or block progress. As a result, we cannot offer assurances that the results reflected or implied by any such statements will be realized or achieved. Moreover, standards and expectations for ESG matters continue to evolve and may be subject to varying interpretations, which may result in 10
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significant revisions to our goals or progress. In addition, certain of our product offerings may become less attractive as standards evolve. A failure or perceived failure to meet our aspirational purpose, causes, values, and related commitments, goals or targets within the timelines we announce, or at all, or a failure or perceived failure to meet evolving stakeholders expectations and standards, could damage our reputation, adversely affect employee retention or engagement or support from our various stakeholders and could subject us to government enforcement actions or penalties and private litigation. Such outcomes could negatively impact the Company’s business, capital expenditures, results of operations, financial condition and competitive position. ITEM 1B - UNRESOLVED STAFF COMMENTS None. ITEM 1C - CYBERSECURITY Emerson has a cybersecurity risk management program that is designed to assess, identify, manage, and govern material risks from cybersecurity threats. Emerson maintains oversight of its cybersecurity risk management program through a governance structure that includes senior management, the Audit Committee and the Board of Directors (the “Board”). Emerson’s cybersecurity risk management program leverages multiple layers of security controls across the Company’s systems designed to establish risk treatment plans and regularly monitor risks. Emerson maintains cybersecurity policies and standards aligned with industry standard control frameworks and applicable regulations, laws and standards, and a global incident response plan. Emerson’s Board directly, or through its appropriate committees, provides oversight of management’s efforts to mitigate cybersecurity risk and response to cyber incidents. The Board and/or its appropriate committees receive regular updates on cybersecurity from management and engage in discussions throughout the year, including with subject-matter experts as appropriate, on the function of the Company’s overall cybersecurity program, cybersecurity risks, strategies for addressing these risks and the implementation thereof. The Audit Committee has oversight responsibility for the Company’s enterprise cybersecurity risks. The Board also receives reports on cyber events, as appropriate, including response efforts, legal obligations and outreach and notification to regulators and/or customers when needed, as well as provide guidance to management as appropriate. Emerson’s Chief Information Security Officer, who has over twenty-five years’ experience in information technology within the engineering and technology industries, with the last fourteen years dedicated to cybersecurity, oversees the Company’s enterprise cybersecurity risk management program. The Chief Information Security Officer leads the global enterprise security team responsible for leading enterprise-wide information security strategy, architecture, processes, as well as assessing, identifying, and managing cybersecurity risks, which is an integrated aspect of our overall enterprise risk management program. The Chief Information Security Officer provides regular updates to senior management on key security performance indicators of our enterprise cybersecurity program. The Chief Information Security Officer also provides quarterly briefings on cybersecurity to the Audit Committee. Emerson maintains a centralized 24x7x365 global incident response operation, managed by the global enterprise security team, supported by leading cybersecurity tools that detect and respond to threats as they occur. Every detected cyber incident is reviewed and assessed by Emerson’s Computer Incident Response Team in accordance with our incident response plan, which contains documented escalation paths and is regularly tested. Emerson engages independent third-party cybersecurity experts to evaluate our cybersecurity maturity and test effectiveness of overall cybersecurity controls. To test and reinforce Emerson’s internal cybersecurity processes, the Company utilizes an accredited and independent third party to audit and certify key elements of our primary data centers, cloud environments and our enterprise IT organization. The audits are conducted according to International Organization for Standardization (ISO) 27001 Framework, although this is not meant to imply that we meet all technical standards, specifications or requirements under ISO 27001. In addition to performing periodic, internal security reviews, the Company also conducts cybersecurity tabletop exercises led by third party cybersecurity consulting firms from time to time, with the last such engagement occurring in 2023. Emerson relies on third-party service providers for certain critical or key infrastructure, solutions, and services across our operations. Emerson has an internal vendor management team that assesses risks from vendors and suppliers that provide, amongst other things, key information and supply chain services to Emerson. 11
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Emerson maintains a Cybersecurity Awareness Team, within the global enterprise security team, responsible for driving a global information security culture through awareness and education programs. It has created company-wide information security policies and procedures, reviews these regularly and makes them electronically available to our employees. The team works closely with subject matter experts to create educational material and communicate best practices to the company through online training, custom video content, simulated phishing attacks and a variety of other targeted touchpoints. To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our business, our business strategy, our results of operations or financial condition. In the event an attack or other intrusion were to be successful, we have a response team of internal and external resources engaged and prepared to respond. See Item 1A - "Risk Factors" for additional information. ITEM 2 - PROPERTIES At September 30, 2025, the Company had approximately 120 manufacturing locations worldwide, of which approximately 35 were located in the United States and 85 were located outside the United States, primarily in Europe and Asia, and to a lesser extent in Canada and Latin America. Manufacturing locations by business are: Intelligent Devices, 105, including 35 in the Final Control segment, 25 in the Measurement & Analytical segment, 35 in the Discrete Automation segment, and 10 in the Safety & Productivity segment; and Software and Control, 10, including 2 in the Test & Measurement segment with the remaining in the Control Systems & Software segment. Additionally, there are 5 locations that support multiple segments. The majority of the locations are owned, with the remainder occupied under lease. The Company considers its facilities suitable and adequate for the purposes for which they are used. The Company also maintains a smaller number of administrative, sales, research and development, and distribution facilities. ITEM 3 - LEGAL PROCEEDINGS The Company and its subsidiaries are party to various legal proceedings, some of which claim substantial amounts of damages. It is not possible to predict the outcome of these matters, but historically the Company has been largely successful in both prosecuting and defending claims and lawsuits. Given the uncertainties of litigation, a remote possibility exists that litigation could have a material adverse impact on the Company; however, the Company believes a material adverse impact of any pending litigation is unlikely. Information regarding legal proceedings is set forth in Note 15. ITEM 4 - MINE SAFETY DISCLOSURES Not applicable. 12
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following sets forth certain information as of November 10, 2025, with respect to the Company's executive officers. These officers have been elected or appointed to terms which expire February 3, 2026: Name Position Age Year FirstAppointed anExecutiveOfficer Lal Karsanbhai President and Chief Executive Officer 56 2018 Ram Krishnan Executive Vice President and Chief Operating Officer 54 2021 Michael Baughman Executive Vice President, Chief Financial Officer and Chief Accounting Officer 60 2018 Michael Train Senior Vice President and Chief Sustainability Officer 63 2016 Lisa Flavin Senior Vice President, Chief Transformation and Chief Compliance Officer 60 2021 Peter Zornio Senior Vice President and Chief Technology Officer 62 2022 Vidya Ramnath Senior Vice President and Chief Marketing Officer 58 2023 Nick Piazza Senior Vice President and Chief People Officer 47 2023 Michael Tang Senior Vice President, Chief Legal Officer 51 2024 There are no family relationships among any of the executive officers and directors. Lal Karsanbhai has been Chief Executive Officer since February 2021 and President since March 2021. Prior to his current position, Mr. Karsanbhai was Executive President - Automation Solutions from October 2018 through January 2021, President - Measurement & Analytical from 2016 through September 2018, and President Emerson Network Power Europe, Middle East & Africa from 2014 through 2016. Ram Krishnan was appointed Executive Vice President and Chief Operating Officer in February 2021. Prior to his current position, Mr. Krishnan was President Final Control from November 2017 to February 2021, Chief Operating Officer Final Control from January 2017 to November 2017, and President Flow Solutions from 2016 through January 2017. Michael Baughman was appointed Executive Vice President and Chief Financial Officer in May 2023, and Chief Accounting Officer in February 2018. Prior to his current position, Mr. Baughman was named Vice President and Controller in October 2017. Prior to that Mr. Baughman was Vice President, Finance, Global Operations, Quality, and Research and Development of Baxter International Inc., a global healthcare products company, from 2015 through September 2017, and Vice President, Finance, Medical Products of Baxter from 2013 to 2015. Michael Train was appointed Senior Vice President and Chief Sustainability Officer in March 2021. Prior to his current position, Mr. Train was President from October 2018 to March 2021 and Executive President - Automation Solutions from October 2016 through October 2018, Executive Vice President - Automation Solutions from May 2016 through October 2016 and President of Global Sales for Emerson Process Management from 2010 through May 2016. Lisa Flavin was appointed Senior Vice President and Chief Compliance Officer in March 2021, and assumed the additional role of Chief Transformation Officer in 2023. Prior to her current position, Ms. Flavin was Vice President and Chief Compliance Officer from February 2019 through March 2021 and Vice President, Audit and Chief Compliance Officer from February 2015 through February 2019. Peter Zornio was appointed Senior Vice President and Chief Technology Officer in December 2022. Prior to his current position, Mr. Zornio was the Chief Technology Officer for the Automation Solutions Group from June 2017 to 13
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December 2022 and Chief Strategy Officer for Automation Solutions – Systems and Solutions from June 2006 to June 2017. Vidya Ramnath was appointed to Senior Vice President and Chief Marketing Officer in June 2023. Prior to her current position, Ms. Ramnath was President of Middle East & Africa from 2019 through June 2023 and Vice President of Asia Pacific for Measurement & Analytical from 2017 through 2019. Nick Piazza was appointed Senior Vice President and Chief People Officer in August 2023. Prior to his current position, Mr. Piazza was Vice President of Global Talent and Human Resource Operations from August 2021 through July 2023, and Vice President of Human Resources in Asia-Pacific for the company’s Automation Solutions business from July 2017 through July 2021. Michael Tang was appointed Senior Vice President, Secretary and Chief Legal Officer in January 2024. Prior to his current position, Mr. Tang was Senior Vice President, General Counsel and Secretary of Agilent Technologies, Inc. Mr. Tang had been with Agilent Technologies since 2006, holding numerous roles of increasing responsibility. INFORMATION ABOUT OUR DIRECTORS The following sets forth certain information about the Company's Board of Directors as of November 10, 2025. Name Current or Former Position Company James Turley Chair of the Emerson Board, and Retired Chairman and CEO Ernst & Young Mark Blinn Former CEO, President and Director Flowserve Corporation Joshua Bolten CEO Business Roundtable Calvin Butler President and CEO Exelon Martin Craighead Former Chairman, President and CEO Baker Hughes Gloria Flach Retired Corporate Vice President and Chief Operating Officer Northrop Grumman Lal Karsanbhai President and CEO Emerson Lori Lee Global Marketing Officer and Senior Executive Vice President AT&T Inc. Matthew Levatich Retired President and CEO Harley-Davidson, Inc. James McKelvey Co-Founder, Block (formerly Square), Founder, Invisibly, Inc., andGeneral Partner, Fintop Capital Fintop Capital PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Information regarding the market for the Company's common stock and dividend payments is set forth in Note 22 and is hereby incorporated by reference. There were approximately 13,500 stockholders of record at September 30, 2025. 14
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Period Total Number ofShares Purchased(000s) Average PricePaid per Share Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs (000s) Maximum Number ofShares that May YetBe Purchased Underthe Plans orPrograms (000s) July 2025 — $— — 19,765 August 2025 — — — 19,765 September 2025 155 128.90 155 19,610 Total 155 $128.90 155 19,610 In November 2025, the Board of Directors authorized the purchase of up to 50 million shares. This is in addition to the authorization approved by the Board in March 2020 for the purchase of up to 60 million shares, of which approximately 19.6 million shares remain available at September 30, 2025. Shareholder Return Performance Graph The following graph compares the total return on a cumulative basis through September 30, 2025, assuming reinvestment of dividends, of $100 invested in Company common stock as of market close on September 30, 2020 to the S&P 500 Index and the S&P 500 Capital Goods Index. This graph is not deemed to be “filed” with the U.S. Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act. 2020 2021 2022 2023 2024 2025 CAGR Emerson 100 147 117 158 182 223 17.4 % S&P 500 100 130 110 134 182 214 16.4 % S&P 500 Capital Goods 100 134 114 146 210 255 20.6 % 15
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ITEM 6 [RESERVED] ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Safe Harbor Statement This Annual Report on Form 10-K contains various forward-looking statements and includes assumptions concerning Emerson's operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risks and uncertainties. Emerson undertakes no obligation to update any such statements to reflect later developments. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Emerson provides the cautionary statements set forth under Item 1A - “Risk Factors,” which are hereby incorporated by reference and identify important economic, political and technological factors, among others, changes in which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Non-GAAP Financial Measures To supplement the Company’s financial information presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP), management periodically uses certain “non-GAAP financial measures,” as such term is defined in Regulation G under SEC rules, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as acquisitions or divestitures, amortization of intangibles, restructuring costs, discrete taxes, gains, losses and impairments, or items outside of management’s control, such as foreign currency exchange rate fluctuations. Management believes that the following non-GAAP financial measures provide investors and analysts useful insight into the Company’s financial position and operating performance. Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP, as identified in italics below. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies. Underlying sales, which exclude the impact of significant acquisitions, divestitures and fluctuations in foreign currency exchange rates during the periods presented, are provided to facilitate relevant period-to-period comparisons of sales growth by excluding those items that impact overall comparability (U.S. GAAP measure: net sales). Operating profit (defined as net sales less cost of sales and selling, general and administrative expenses) and operating profit margin (defined as operating profit divided by net sales) are indicative of short-term operational performance and ongoing profitability. Management closely monitors operating profit and operating profit margin of each business to evaluate past performance and actions required to improve profitability. EBIT (defined as earnings before deductions for interest expense, net, related party interest income, and income taxes) and total segment EBIT, and EBIT margin (defined as EBIT divided by net sales) and total segment EBIT margin, are financial measures that exclude the impact of financing on the capital structure and income taxes. Adjusted EBITA and adjusted segment EBITA (defined as earnings excluding interest expense, net, related party interest income, income taxes, intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction fees, and certain gains, losses or impairments) and adjusted EBITA margin and adjusted segment EBITA margin (defined as adjusted EBITA divided by net sales) are measures used by management to evaluate the Company's operational performance, as they exclude the impact of acquisition-related investments and non-operational items. EBITDA (defined as EBIT excluding depreciation and amortization) and EBITDA margin (defined as EBITDA divided by net sales) are also used as measures of the Company's current operating performance, as they exclude the impact of capital and acquisition-related investments. Adjusted EBITDA (defined as EBITDA excluding restructuring expense, first year purchase accounting related items and transaction fees, and certain gains, losses or impairments) and adjusted EBITDA margin (defined as Adjusted EBITDA divided by net sales) are also used to exclude the impact of non-operational items. All of these are commonly used financial measures 16
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utilized by management to evaluate performance (U.S. GAAP measures: pretax earnings or pretax profit margin, segment earnings or segment margin). Adjusted earnings and earnings per share, which exclude certain gains and losses, impairments, restructuring costs, impacts of acquisitions or divestitures, amortization of intangibles, discrete taxes, or other items provide additional insight into the underlying, ongoing operating performance of the Company and facilitate period-to-period comparisons by excluding the earnings impact of these items. Management believes that presenting adjusted earnings and earnings per share excluding these items is more representative of the Company’s operational performance and may be more useful for investors (U.S. GAAP measures: earnings, earnings per share). Free cash flow (operating cash flow less capital expenditures) and free cash flow as a percent of net sales are indicators of the Company’s cash generating capabilities, and dividends as a percent of free cash flow is an indicator of the Company's ability to support its dividend, after considering investments in capital assets which are necessary to maintain and enhance existing operations. The determination of operating cash flow adds back noncash depreciation expense to earnings and thereby does not reflect a charge for necessary capital expenditures. Management believes that free cash flow, free cash flow as a percent of net sales and dividends as a percent of free cash flow are useful to both management and investors as measures of the Company’s ability to generate cash and support its dividend (U.S. GAAP measures: operating cash flow, operating cash flow as a percent of net sales, dividends as a percent of operating cash flow). 17
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FINANCIAL REVIEW Report of Management The Company's management is responsible for the integrity and accuracy of the financial statements. Management believes that the financial statements for each of the years in the three-year period ended September 30, 2025 have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances. In preparing the financial statements, management makes informed judgments and estimates where necessary to reflect the expected effects of events and transactions that have not been completed. The Company's disclosure controls and procedures ensure that material information required to be disclosed is recorded, processed, summarized and communicated to management and reported within the required time periods. In meeting its responsibility for the reliability of the financial statements, management relies on a system of internal accounting controls. This system is designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Although the design of this system recognizes that errors or irregularities may occur, management believes that the Company's internal accounting controls provide reasonable assurance that errors or irregularities that could be material to the financial statements are prevented or would be detected within a timely period. The Audit Committee of the Board of Directors, which is composed solely of independent directors, is responsible for overseeing the Company's financial reporting process. The Audit Committee meets with management and the Company's internal auditors periodically to review the work of each and to monitor the discharge by each of its responsibilities. The Audit Committee also meets periodically with the independent auditors, who have free access to the Audit Committee and the Board of Directors, to discuss the quality and acceptability of the Company's financial reporting and internal controls, as well as nonaudit-related services. The independent auditors are engaged to express an opinion on the Company's consolidated financial statements and on the Company's internal control over financial reporting. Their opinions are based on procedures that they believe to be sufficient to provide reasonable assurance that the financial statements contain no material errors and that the Company's internal controls are effective. Management's Report on Internal Control Over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework and the criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that internal control over financial reporting was effective as of September 30, 2025. The Company's auditor, KPMG LLP, an independent registered public accounting firm, has issued an audit report on the effectiveness of the Company's internal control over financial reporting. /s/ S. L. Karsanbhai /s/ Michael J. Baughman S. L. Karsanbhai Michael J. Baughman President Executive Vice President and Chief Executive Officer and Chief Financial Officer 18
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Results of Operations Years ended September 30 (Dollars in Item 7 are in millions, except per share amounts or where noted) 2023 2024 2025 24 vs. 23 25 vs. 24 Net sales $ 15,165 17,492 18,016 15 % 3 % Gross profit $ 7,427 8,885 9,519 20 % 7 % Percent of sales 49.0 % 50.8 % 52.8 % 1.8 pts 2.0 pts SG&A $ 4,186 5,142 5,103 Percent of sales 27.6 % 29.4 % 28.3 % 1.8 pts (1.1) pts Loss on Copeland note receivable $ — 279 — Gain on subordinated interest $ (161) (79) — Other deductions, net $ 506 1,434 1,245 Amortization of intangibles $ 482 1,077 884 Restructuring costs $ 72 228 136 Interest expense, net $ 34 175 237 Interest income from related party $ (41) (86) — Earnings from continuing operations before incometaxes $ 2,903 2,020 2,934 (30)% 45 % Percent of sales 19.1 % 11.5 % 16.3 % (7.6) pts 4.8 pts Earnings from continuing operations commonstockholders $ 2,286 1,618 2,285 (29)% 41 % Percent of sales 15.1 % 9.2 % 12.7 % (5.9) pts 3.5 pts Net earnings common stockholders $ 13,219 1,968 2,293 (85)% 17 % Percent of sales 87.2 % 11.2 % 12.7 % (76.0) pts 1.5 pts Diluted EPS – Earnings from continuing operations $ 3.96 2.82 4.03 (29)% 43 % Diluted EPS – Net earnings $ 22.88 3.43 4.04 (85)% 18 % Adjusted Diluted EPS – Earnings from continuingoperations $ 4.44 5.49 6.00 24 % 9 % OVERVIEW On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion. As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company. AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership. AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented. See Notes 4 and 20. On October 11, 2023, the Company completed the acquisition of National Instruments Corporation ("NI"), which is now referred to as Test & Measurement and reported as a segment in the Software and Control business group. NI provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, and had revenues of approximately $1.7 billion for the 12 months ended September 30, 2023. See Note 4. Overall, in 2025 sales were $18.0 billion, up 3 percent compared with the prior year. Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were also up 3 percent. 19
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Net earnings from continuing operations attributable to common stockholders were $2,285 in 2025, up 41 percent compared with prior year earnings of $1,618, and diluted earnings per share from continuing operations were $4.03, up 43 percent versus $2.82 in 2024. The prior year included purchase accounting related impacts from the NI acquisition and higher associated restructuring charges, and a pretax loss of $279 ($217 after-tax, $0.38 per share) related to the Company's definitive agreement to sell its Copeland note receivable for $1.9 billion. Adjusted diluted earnings per share from continuing operations were $6.00 compared with $5.49 in the prior year, reflecting sales growth and strong operating performance. The Company generated operating cash flow from continuing operations of $3.7 billion in 2025, an increase of $359, or 11 percent, reflecting higher earnings and favorable changes in working capital. The table below presents the Company's diluted earnings per share from continuing operations on an adjusted basis to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company. Adjusted diluted earnings per share from continuing operations excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, interest income on undeployed proceeds related to the Copeland transaction, and certain gains, losses or impairments. 2023 2024 2025 Diluted earnings from continuing operations per share $ 3.96 2.82 4.03 Amortization of intangibles 0.62 1.43 1.35 Restructuring and related costs 0.14 0.33 0.23 Acquisition/divestiture fees and related costs 0.13 0.26 0.33 Discrete taxes — (0.10) 0.06 Amortization of acquisition-related inventory step-up — 0.38 — Loss on Copeland note receivable — 0.38 — Loss on divestiture of businesses — 0.09 — Gain on subordinated interest (0.21) (0.10) — National Instruments investment gain (0.07) — — AspenTech Micromine purchase price hedge (0.02) — — Interest income on undeployed proceeds from Copeland transaction (0.19) — — Russia business exit charge 0.08 — — Adjusted diluted earnings from continuing operations per share $ 4.44 5.49 6.00 The table below summarizes the changes in adjusted diluted earnings per share from continuing operations. The items identified below are discussed throughout MD&A, see further discussion above and in the Business Segments and Financial Position sections below. 2024 2025 Adjusted diluted earnings from continuing operations per share - prior year $ 4.44 5.49 Operations 1.06 0.62 Noncontrolling interests — 0.13 Corporate and other (0.02) — Stock compensation 0.05 (0.02) Foreign currency (0.07) (0.01) Pensions — (0.09) Effective tax rate (0.06) — Interest expense, net 0.06 (0.20) Share count 0.03 0.08 Adjusted diluted earnings from continuing operations per share - current year $ 5.49 6.00 20
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NET SALES Net sales for 2025 were $18.0 billion, an increase of $0.5 billion, or 3 percent compared with 2024. Intelligent Devices sales increased 2 percent, while Software and Control sales increased 5 percent. Underlying sales were up 3 percent on 2.5 percent higher price and 0.5 percent higher volume. Underlying sales were up 5 percent in the U.S. and up 1 percent internationally. Net sales for 2024 were $17.5 billion, an increase of $2.3 billion, or 15 percent compared with 2023. Intelligent Devices sales increased 5 percent, while Software and Control sales increased 48 percent, which included the impact of the Test & Measurement acquisition. Underlying sales increased 6 percent on 4 percent higher volume and 2 percent higher price. The Test & Measurement acquisition added 9.5 percent and the divestiture of Metran deducted 0.5 percent. Underlying sales were up 2 percent in the U.S. and up 9 percent internationally. INTERNATIONAL SALES Emerson is a global business with international sales representing 59 percent of total sales in 2025, including U.S. exports. International destination sales, including U.S. exports, increased 1 percent, to $10.6 billion in 2025, reflecting the Company's overall increase in sales. U.S. exports of $1.4 billion were up 5 percent compared with 2024. Underlying international destination sales were up 1 percent. Underlying sales increased 3 percent in Asia, Middle East & Africa (China down 4 percent) and 7 percent in Canada, while Europe decreased 2 percent and Latin America was flat. Origin sales by international subsidiaries, including shipments to the U.S., totaled $9.4 billion in 2025, up 1 percent compared with 2024. International destination sales, including U.S. exports, increased 18 percent, to $10.5 billion in 2024, reflecting the Company's overall increase in sales and the impact of the Test & Measurement acquisition. U.S. exports of $1.3 billion were up 26 percent compared with 2023. Underlying international destination sales were up 9 percent and the Test & Measurement acquisition added 9 percent. Underlying sales increased 7 percent in Europe, 8 percent in Asia, Middle East & Africa (China down 3 percent), 21 percent in Latin America and 5 percent in Canada. Origin sales by international subsidiaries, including shipments to the U.S., totaled $9.3 billion in 2024, up 20 percent compared with 2023. ACQUISITIONS AND DIVESTITURES Portfolio management is an integral component of Emerson's growth and value creation strategy. Over the past three years, the Company has taken significant actions to accelerate the transformation of its portfolio through the completion of strategic acquisitions and divestitures of non-core businesses. These actions were undertaken to create a cohesive, higher growth and higher margin industrial technology portfolio as a global automation leader serving a diversified set of end markets. The Company’s recent portfolio actions include the following transactions: On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion. Emerson also incurred fees of $76 ($65 after-tax) and paid $76 to settle certain AspenTech share-based awards that were outstanding prior to the transaction closing. The purchase of the remaining outstanding shares and related costs are reported as an adjustment to Equity. Separately, AspenTech incurred $127 ($113 after-tax) of deal-related fees which are reported as acquisition/divestiture costs in Other deductions, net. AspenTech is now reported as a part of the Control Systems & Software segment in the Software and Control business group, see Note 20. On November 15, 2024, AspenTech acquired Open Grid Systems Limited, a global provider of network model management technology and a pioneer in developing model-driven applications supporting open access to data through industry standards, for a total purchase price of $46, net of cash acquired. On October 11, 2023, the Company completed the acquisition of National Instruments Corporation ("NI") at an equity value of $8.2 billion. NI, which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, had revenues of approximately $1.7 billion and pretax earnings of approximately $170 for the 12 months ended September 30, 2023. In 2023, the Company acquired two businesses, Flexim, which is reported in the Measurement & Analytical segment, and Afag, which is reported in the Discrete Automation segment, for $715, net of cash acquired. On May 31, 2023, the Company completed the sale of a majority stake in its Climate Technologies business (which 21
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constitutes the former Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in 2022) to private equity funds managed by Blackstone in a $14.0 billion transaction. The Company recognized a pretax gain of approximately $10.6 billion (approximately $8.4 billion after-tax including tax expense recognized in prior quarters related to subsidiary restructurings). The standalone business is named Copeland. Subsequently, on June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion and the transactions were completed in August 2024. On March 31, 2023, Emerson completed the divestiture of Metran, its Russia-based manufacturing subsidiary and in 2023, recognized a pretax loss of $47 in Other deductions ($47 after-tax, in total $0.08 per share) related to its exit of business operations in Russia. Emerson's historical net sales in Russia represented approximately 2.0 percent of consolidated annual sales. On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion, and the Company recognized a pretax gain of approximately $2.8 billion (approximately $2.1 billion after-tax) in 2023. See Notes 4, 5 and 8 and Item 1A - "Risk Factors" for further information on acquisitions and divestitures. COST OF SALES Cost of sales for 2025 were $8,497, a decrease of $110 compared with $8,607 in 2024. Gross profit was $9,519 in 2025 compared to $8,885 in 2024, while gross margin increased 2.0 percentage points to 52.8 percent. The prior year reflected the impact from acquisition-related inventory step-up amortization of $231, which negatively impacted margins by approximately 1.3 percentage points. Favorable price less net material inflation also contributed to the increase in gross margin. Cost of sales for 2024 were $8,607, an increase of $869 compared with $7,738 in 2023, reflecting the impact of higher volume and the Test & Measurement acquisition. Gross profit was $8,885 in 2024 compared to $7,427 in 2023, while gross margin increased 1.8 percentage points to 50.8 percent, reflecting the Test & Measurement acquisition and higher price partially offset by the impact from acquisition-related inventory step-up amortization of $231, which negatively impacted margins by approximately 1.3 percentage points. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES SG&A expenses of $5,103 in 2025 decreased $39 compared with 2024 and SG&A as a percent of sales decreased 1.1 percentage points to 28.3 percent, reflecting savings from cost reduction actions (primarily at Test & Measurement and AspenTech). SG&A expenses of $5,142 in 2024 increased $956 compared with 2023 and SG&A as a percent of sales increased 1.8 percentage points to 29.4 percent, reflecting the impact of the Test & Measurement acquisition, partially offset by strong operating leverage on higher sales. SALE OF COPELAND NOTE RECEIVABLE AND EQUITY INTEREST On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024. Upon entering into the note agreement, the Company recorded a pretax loss in continuing operations of $279 ($217 after-tax, $0.38 per share) to adjust the carrying value of the note to $1.9 billion to reflect the transaction price, while the Company recognized a gain of $539 ($435 after-tax) in discontinued operations upon the sale of the common equity interest. GAIN ON SUBORDINATED INTEREST In 2023, the Company received distributions related to its subordinated interest in Vertiv totaling $161 ($122 after-tax, $0.21 per share) and received $15 related to gains recognized in 2022. In 2024, the Company received its final distribution of $79 ($60 after-tax, $0.10 per share). OTHER DEDUCTIONS, NET Other deductions, net were $1,245 in 2025, a decrease of $189 compared with 2024, reflecting lower intangibles amortization of $193 (including $136 of backlog amortization in the prior year related to the Test & Measurement 22
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acquisition) and lower restructuring expense of $92, partially offset by higher acquisition/divestiture fees and related costs which increased by $118. The prior year also included divestiture losses of $48. Other deductions, net were $1,434 in 2024, an increase of $928 compared with 2023. 2024 included intangibles amortization related to the Test & Measurement acquisition of $560, while restructuring costs increased by $156 and acquisition/divestiture costs increased by $27. The Company also incurred divestiture losses of $48 ($50 after-tax, $0.09 per share). INTEREST EXPENSE, NET Interest expense, net was $237, $175 and $34 in 2025, 2024 and 2023, respectively. The increase in 2025 reflects higher levels of debt to support the AspenTech transaction. Results in 2023 included interest income on undeployed proceeds from the Copeland transaction of $141 ($108 after-tax, $0.19 per share). Interest income from related party was $86 and $41 in 2024 and 2023, respectively and reflects non-cash interest income on the Copeland note receivable, which was capitalized to the carrying value of the note through the date of the sale agreement. EARNINGS BEFORE INCOME TAXES Pretax earnings from continuing operations of $2,934 increased $914 in 2025, up 45 percent compared with 2024. Earnings increased $146 in Intelligent Devices and increased $545 in Software and Control. Pretax earnings from continuing operations of $2,020 decreased $883 in 2024, down 30 percent compared with 2023, which included the impact of acquisition-related inventory step-up amortization, higher amortization due to the Test & Measurement acquisition, and the loss on the Copeland note receivable. Earnings increased $191 in Intelligent Devices and decreased $140 in Software and Control. INCOME TAXES Income taxes were $696, $415 and $642 for 2025, 2024 and 2023, respectively, resulting in effective tax rates of 24 percent, 21 percent and 22 percent in 2025, 2024 and 2023, respectively. The current year rate was negatively impacted by discrete tax items totaling $36 ($0.06 per share) and fees incurred by AspenTech which were not fully deductible (see Note 4). In total, the net impact of these items increased the rate by approximately 2 percentage points. The prior year rate included a $57 ($0.10 per share) benefit related to discrete tax items and a benefit from return-to-provision adjustments related to the filing of the prior year U.S. tax return, partially offset by unfavorable impacts from inventory step-up amortization and the divestiture losses (see Note 4), which were non-deductible for tax purposes. In total, the net impact of these items benefited the rate by approximately 1 percentage point. See Note 16. NET EARNINGS AND EARNINGS PER SHARE Net earnings from continuing operations attributable to common stockholders in 2025 were $2,285, up 41 percent compared with 2024, and diluted earnings per share from continuing operations were $4.03, up 43 percent compared with $2.82 in 2024. Adjusted diluted earnings per share from continuing operations were $6.00 compared with $5.49 in the prior year. See the analysis of adjusted earnings per share in the Overview section for further details. Earnings from discontinued operations attributable to common stockholders in 2025 were $8 ($0.01 per share), compared to $350 ($0.61 per share) in 2024. Net earnings attributable to common stockholders were $2,293 ($4.04 per share) compared with $1,968 ($3.43 per share) in 2024. Net earnings from continuing operations attributable to common stockholders in 2024 were $1,618, down 29 percent compared with 2023, and diluted earnings per share from continuing operations were $2.82, down 29 percent compared with $3.96 in 2023, reflecting the impact of acquisition-related inventory step-up amortization, higher amortization due to the Test & Measurement acquisition, and the loss on the Copeland note receivable. Adjusted diluted earnings per share from continuing operations were $5.49 compared with $4.44 in the prior year. See the analysis of adjusted earnings per share in the Overview section for further details. Earnings from discontinued operations attributable to common stockholders in 2024 were $350 ($0.61 per share) and included the gain on the sale of the Company's 40 percent non-controlling common equity interest in Copeland of $539 ($435 after-tax). Earnings from discontinued operations in 2023 were $10,933 ($18.92 per share), which included the $8.4 billion after-tax gain on the Copeland transaction and the $2.1 billion after-tax gain on the divestiture of InSinkErator. See Note 5. Net earnings common stockholders were $1,968 ($3.43 per share) in 2024 compared with $13,219 ($22.88 per share) in 2023. 23
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The table below, which shows results on an adjusted EBITA basis, is intended to supplement the Company's discussion of its results of operations herein. 2023 2024 2025 24 vs. 23 25 vs. 24 Earnings from continuing operations beforeincome taxes $ 2,903 2,020 2,934 (30)% 45 % Percent of sales 19.1 % 11.5 % 16.3 % (7.6) pts 4.8 pts Interest expense, net 34 175 237 Interest income from related party (41) (86) — Amortization of intangibles 678 1,274 1,083 Restructuring and related costs 92 244 162 Acquisition/divestiture fees and related costs 84 220 277 Amortization of acquisition-related inventorystep-up — 231 — Loss on Copeland note receivable — 279 — Loss on divestitures of businesses — 48 — Gain on subordinated interest (161) (79) — National Instruments investment gain (56) — — AspenTech Micromine purchase price hedge (24) — — Russia business exit charge 47 — — Adjusted EBITA from continuing operations $ 3,556 4,326 4,693 22 % 8 % Percent of sales 23.4 % 24.7 % 26.0 % 1.3 pts 1.3 pts 24
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Business Segments Following is an analysis of segment results for 2025 compared with 2024, and 2024 compared with 2023. The Company defines segment earnings as earnings before interest and income taxes. INTELLIGENT DEVICES 2024 2025 Change FX Acq/Div U/L Sales: Final Control $ 4,204 4,380 4 % — % — % 4 % Measurement & Analytical 4,061 4,143 2 % — % — % 2 % Discrete Automation 2,506 2,521 1 % — % — % 1 % Safety & Productivity 1,390 1,356 (2)% (1)% — % (3)% Total $ 12,161 12,400 2 % — % — % 2 % Earnings: Final Control $ 977 1,081 11 % Measurement & Analytical 1,056 1,112 5 % Discrete Automation 466 469 1 % Safety & Productivity 308 291 (5)% Total $ 2,807 2,953 5 % Margin 23.1 % 23.8 % 0.7 pts Amortization of intangibles: Final Control $ 87 86 Measurement & Analytical 55 45 Discrete Automation 34 32 Safety & Productivity 26 27 Total $ 202 190 Restructuring and related costs: Final Control $ 17 9 Measurement & Analytical 26 25 Discrete Automation 35 30 Safety & Productivity 7 5 Total $ 85 69 Adjusted EBITA $ 3,094 3,212 4 % Adjusted EBITA Margin 25.4 % 25.9 % 0.5 pts 2025 vs. 2024 - Intelligent Devices sales were $12.4 billion in 2025, an increase of $239, or 2 percent. Underlying sales increased 2 percent on higher price, while volume was favorable at Final Control and Measurement & Analytical, offset by decreased volume at Discrete Automation and Safety & Productivity. Underlying sales increased 3 percent in the Americas (U.S. up 4 percent), decreased 3 percent in Europe and increased 2 percent in Asia, Middle East & Africa (China down 3 percent). Sales for Final Control increased $176, or 4 percent, reflecting strength in power end markets. Sales for Measurement & Analytical increased $82, or 2 percent, reflecting mixed geographic results and difficult comparisons. Discrete Automation sales increased $15, or 1 percent, reflecting solid growth in the Americas, mostly offset by softness in Europe and Asia, Middle East & Africa. Safety & Productivity sales decreased $34, or 2 percent, reflecting softness in all geographies. Earnings for Intelligent Devices were $2,953, an increase of $146, or 5 percent, and margin increased 0.7 percentage points to 23.8 percent, reflecting favorable price less net material inflation. Adjusted EBITA margin was 25.9 percent, an increase of 0.5 percentage points. 25
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INTELLIGENT DEVICES 2023 2024 Change FX Acq/Div U/L Sales: Final Control $ 3,970 4,204 6 % — % — % 6 % Measurement & Analytical 3,595 4,061 13 % — % 1 % 14 % Discrete Automation 2,635 2,506 (5)% — % — % (5)% Safety & Productivity 1,388 1,390 — % — % — % — % Total $ 11,588 12,161 5 % — % — % 5 % Earnings: Final Control $ 865 977 13 % Measurement & Analytical 936 1,056 13 % Discrete Automation 509 466 (9)% Safety & Productivity 306 308 1 % Total $ 2,616 2,807 7 % Margin 22.6 % 23.1 % 0.5 pts Amortization of intangibles: Final Control $ 88 87 Measurement & Analytical 27 55 Discrete Automation 29 34 Safety & Productivity 26 26 Total $ 170 202 Restructuring and related costs: Final Control $ 28 17 Measurement & Analytical 13 26 Discrete Automation 27 35 Safety & Productivity — 7 Total $ 68 85 Adjusted EBITA $ 2,854 3,094 8 % Adjusted EBITA Margin 24.6 % 25.4 % 0.8 pts 2024 vs. 2023 - Intelligent Devices sales were $12.2 billion in 2024, an increase of $573, or 5 percent. Underlying sales increased 5 percent on 3 percent higher volume and 2 percent higher price. Underlying sales increased 3 percent in the Americas (U.S. up 1 percent), increased 5 percent in Europe and increased 9 percent in Asia, Middle East & Africa (China down 2 percent). Sales for Final Control increased $234, or 6 percent, reflecting strength in energy and power end markets. Sales for Measurement & Analytical increased $466, or 13 percent, reflecting robust growth in all geographies and strong backlog conversion. Discrete Automation sales decreased $129, or 5 percent, reflecting softness in all geographies. Safety & Productivity sales increased $2, essentially flat, reflecting moderate results across all geographies. Earnings for Intelligent Devices were $2,807, an increase of $191, or 7 percent, and margin increased 0.5 percentage points to 23.1 percent, reflecting leverage on higher sales and favorable price less net material inflation, partially offset by increases in other costs. Adjusted EBITA margin was 25.4 percent, an increase of 0.8 percentage points. 26
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SOFTWARE AND CONTROL 2024 2025 Change FX Acq/Div U/L Sales: Control Systems & Software $ 3,935 4,205 7 % — % — % 7 % Test & Measurement 1,464 1,486 2 % (1)% — % 1 % Total $ 5,399 5,691 5 % — % — % 5 % Earnings: Control Systems & Software $ 572 895 57 % Test & Measurement (290) (68) 77 % Total $ 282 827 193 % Margin 5.2 % 14.5 % 9.3 pts Amortization of intangibles: Control Systems & Software $ 512 468 Test & Measurement 560 425 Total $ 1,072 893 Restructuring and related costs: Control Systems & Software $ 23 25 Test & Measurement 81 18 Total $ 104 43 Adjusted EBITA $ 1,458 1,763 21 % Adjusted EBITA Margin 27.0 % 31.0 % 4.0 pts 2025 vs. 2024 - Software and Control sales were $5.7 billion in 2025, an increase of $292, or 5 percent compared to the prior year. Underlying sales increased 5 percent on 2.5 percent higher volume and 2.5 percent higher price. Underlying sales increased 9 percent in the Americas (U.S. up 10 percent), decreased 1 percent in Europe and increased 4 percent in Asia, Middle East & Africa (China down 6 percent). Sales for Control Systems & Software increased $270, or 7 percent, reflecting strong growth at AspenTech (including a favorable impact related to the timing of contract renewals) and favorable demand in process and power end markets across all geographies. Test & Measurement sales increased $22, or 2 percent, reflecting strong growth in the Americas, offset by softness in Europe and China. Earnings for Software and Control were $827, an increase of $545, or 193 percent, and margin increased 9.3 percentage points to 14.5 percent, reflecting leverage on higher Control Systems & Software sales (including a benefit related to the timing of AspenTech contract renewals), higher price, savings from cost reduction actions (primarily at Test & Measurement and AspenTech), lower intangibles amortization, and lower restructuring and related costs compared to the prior year. Adjusted EBITA margin was 31.0 percent, an increase of 4.0 percentage points. 27
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SOFTWARE AND CONTROL 2023 2024 Change FX Acq/Div U/L Sales: Control Systems & Software $ 3,648 3,935 8 % — % — % 8 % Test & Measurement — 1,464 — % Total $ 3,648 5,399 48 % — % (40)% 8 % Earnings: Control Systems & Software $ 422 572 35 % Test & Measurement — (290) Total $ 422 282 (33)% Margin 11.6 % 5.2 % (6.4) pts Amortization of intangibles: Control Systems & Software $ 508 512 Test & Measurement — 560 Total $ 508 1,072 Restructuring and related costs: Control Systems & Software $ 10 23 Test & Measurement — 81 Total $ 10 104 Adjusted EBITA $ 940 1,458 55 % Adjusted EBITA Margin 25.8 % 27.0 % 1.2 pts 2024 vs. 2023 - Software and Control sales were $5.4 billion in 2024, an increase of $1,751, or 48 percent compared to 2023, reflecting the impact of the NI acquisition. Underlying sales increased 8 percent on 5 percent higher volume and 3 percent higher price. Underlying sales increased 8 percent in the Americas (U.S. up 7 percent), increased 9 percent in Europe and increased 8 percent in Asia, Middle East & Africa (China down 5 percent). Sales for Control Systems & Software increased $287, or 8 percent, reflecting strong international demand in process and hybrid end markets while power end markets were strong globally. AspenTech sales were up modestly. Test & Measurement sales were $1,464. Earnings for Software and Control were $282, a decrease of $140, or 33 percent, and margin decreased 6.4 percentage points to 5.2 percent, reflecting the impact from $560 of incremental intangibles amortization related to the Test & Measurement acquisition. Adjusted EBITA margin was 27.0 percent, an increase of 1.2 percentage points, reflecting leverage on higher sales and higher price, partially offset by the impact of the Test & Measurement acquisition. Financial Position, Liquidity and Capital Resources Emerson maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic objectives and efficiently deploy cash where needed worldwide to fund operations, complete acquisitions and sustain long- term growth. Emerson is in a strong financial position, with total assets of $42 billion and stockholders' equity of $20 billion, and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short- and long-term basis. The Company continues to generate substantial operating cash flow, including approximately $3.7 billion from continuing operations in 2025. Cash flows have been and are expected to be sufficient for at least the next 12 months to meet the Company’s operating requirements, including those related to salaries and wages, working capital, capital expenditures, and other liquidity requirements associated with operations. The Company also has certain contractual obligations, primarily long- term debt and operating leases (see Notes 9, 12 and 13). The Company has been able to readily meet all its funding requirements and currently believes that sufficient funds will be available to meet its needs for the foreseeable future through operating cash flow, existing resources, short- and long-term debt capacity, or its revolving backup credit facilities under which it has not incurred any borrowings. 28
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CASH FLOW 2023 2024 2025 Operating Cash Flow $ 2,710 3,317 3,676 Percent of sales 17.9 % 19.0 % 20.4 % Capital Expenditures $ 363 419 431 Percent of sales 2.4 % 2.4 % 2.4 % Free Cash Flow (Operating Cash Flow less Capital Expenditures)$ 2,347 2,898 3,245 Percent of sales 15.5 % 16.6 % 18.0 % Operating Working Capital $ 1,283 1,394 2,039 Percent of sales 8.5 % 8.0 % 11.3 % Operating cash flow from continuing operations for 2025 was $3.7 billion, an increase of $359, or 11 percent compared with 2024, reflecting higher earnings and favorable changes in working capital. Operating cash flow from continuing operations for 2024 was $3.3 billion, an increase of 22 percent compared to $2.7 billion in 2023, reflecting higher earnings (excluding the impact of non-cash items related to the NI acquisition and the loss on the Copeland note receivable). Acquisition-related costs and integration activities negatively impacted 2024 operating cash flow by approximately $235. At September 30, 2025, operating working capital as a percent of sales was 11.3 percent compared with 8.0 percent in 2024 and 8.5 percent in 2023. The change in operating working capital compared to the prior year was due to the payment of income taxes of approximately $0.6 billion in 2025 related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland. Total operating working capital increased in 2024 due to the NI acquisition, but improved as a percent of sales compared to 2023 due to improvements in inventory levels. Free cash flow from continuing operations (operating cash flow less capital expenditures) was $3,245 in 2025, up 12 percent, reflecting the increase in operating cash flow. Free cash flow from continuing operations was $2,898 in 2024, compared with $2,347 in 2023. Net cash paid in connection with acquisitions was $37, $8,342 and $705 in 2025, 2024 and 2023, respectively. Total cash provided by operating activities including the impact of discontinued operations was $3,098, $3,332 and $637 in 2025, 2024 and 2023, respectively. The decrease in 2025 reflected higher operating cash flow from continuing operations, offset by approximately $0.6 billion of income taxes paid related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland. The lower cash flow in 2023 was due to approximately $2.3 billion of income taxes paid related to the gains on the Copeland transaction and InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction. Dividends were $1,192 ($2.11 per share) in 2025, compared with $1,201 ($2.10 per share) in 2024 and $1,198 ($2.08 per share) in 2023. In November 2025, the Board of Directors voted to increase the quarterly cash dividend to an annualized rate of $2.22 per share. Purchases of Emerson common stock totaled $1,167, $435 and $2,000 in 2025, 2024 and 2023, respectively, at average per share prices of $125.66, $99.04 and $94.09. AspenTech repurchases were $208 in 2024. In November 2025, the Board of Directors authorized the purchase of up 50 million shares. This is in addition to the authorization approved by the Board in March 2020 for the purchase of up to 60 million shares, of which approximately 19.6 million shares remain available at September 30, 2025. The Company purchased 9.3 million shares in 2025, 4.4 million shares in 2024 and 21.3 million shares in 2023. 29
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LEVERAGE/CAPITALIZATION 2023 2024 2025 Total Assets $ 42,746 44,246 41,964 Long-term Debt $ 7,610 7,155 8,319 Common Stockholders' Equity $ 20,689 21,636 20,282 Total Debt-to-Total Capital Ratio 28.3 % 26.2 % 39.3 % Net Debt-to-Net Capital Ratio 0.5 % 15.9 % 36.2 % Operating Cash Flow-to-Debt Ratio 33.2 % 43.2 % 28.0 % Interest Coverage Ratio 12.1X 7.2X 8.6X Total debt, which includes long-term debt, current maturities of long-term debt, commercial paper and other short-term borrowings, was $13,116, $7,687 and $8,157 as of September 30, 2025, 2024 and 2023, respectively. The increase in 2025 reflects increased short-term borrowings and long-term debt to fund the AspenTech transaction. Overall, the Company's commercial paper borrowings increased to approximately $4.2 billion at September 30, 2025. In March 2025, the Company issued €500 of 3.0% notes due March 2031, $500 of 5.0% notes due March 2035, and €500 of 3.5% notes due March 2037. The decrease in 2024 reflected the repayment of €500 of 0.375% euro notes that matured in May 2024. See Note 4 and Note 13. The increase in the debt-to-total capital ratios in 2025 reflects the increased commercial paper and long-term debt discussed above. The total debt-to-capital ratio decreased slightly in 2024, reflecting repayments of long-term debt, while the net debt- to-net capital ratio increased reflecting the use of cash held on the balance sheet at September 30, 2023 that was used to complete the NI acquisition. Although the Company's financial leverage and debt ratios are currently elevated compared to its historical levels, Emerson expects to retain its investment-grade long-term debt ratings. Further, the Company expects its leverage and debt ratios to improve through disciplined capital allocation, which includes using a portion of its cash flows to reduce net debt. The interest coverage ratio is computed as earnings before income taxes plus interest expense, divided by interest expense. The interest coverage ratio in 2025 reflects higher interest expense due to the increased short-term borrowings and long-term debt discussed above. The lower ratio in 2024 reflects lower GAAP pretax earnings largely due to the NI acquisition. Excluding the impact from acquisition-related inventory step-up amortization of $231, higher intangibles amortization of $595, acquisition/divestiture fees and related costs of $220, higher restructuring and related costs of $152, the loss of $279 on the Copeland note receivable and the gain on the subordinated interest of $79, the interest coverage ratio was 11.6X. On February 11, 2025, the Company entered into a $3 billion, 364-day revolving backup credit facility to support increased commercial paper borrowings in connection with the AspenTech transaction. This facility is in addition to the Company's existing $3.5 billion revolving backup credit facility with various banks, which was entered into in February 2023. The credit facilities are maintained to support general corporate purposes, including commercial paper borrowings. The Company has not incurred any borrowings under these or previous facilities. The credit facilities contain no financial covenants and are not subject to termination based on a change of credit rating or material adverse changes. The facilities are unsecured and may be accessed under various interest rate alternatives at the Company’s option. Fees to maintain the facilities are immaterial. The Company also maintains a universal shelf registration statement on file with the SEC under which it can issue debt securities, preferred stock, common stock, warrants, share purchase contracts or share purchase units without a predetermined limit. Securities can be sold in one or more separate offerings with the size, price and terms to be determined at the time of sale. FINANCIAL INSTRUMENTS In the normal course of business, the Company is exposed to changes in interest rates and foreign currency exchange rates due to its worldwide presence and diverse business profile and selectively uses derivative financial instruments, including forwards, swaps and purchased options to manage these risks. The Company does not hold derivatives for trading or speculative purposes. The value of derivatives and other financial instruments is subject to change as a result of market movements in rates and prices. Sensitivity analysis is one technique used to forecast 30
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the impact of these movements. Based on a hypothetical 10 percent increase in interest rates or a 10 percent weakening in the U.S. dollar across all currencies, the potential losses in future earnings, fair value or cash flows are not material. Sensitivity analysis has limitations; for example, a weaker U.S. dollar would benefit future earnings through favorable translation of non-U.S. operating results. See Notes 1, and 11 through 13. Critical Accounting Policies Preparation of the Company's financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. Note 1 describes the significant accounting policies used in preparation of the consolidated financial statements. The most significant areas where management judgments and estimates impact the primary financial statements are described below. Actual results in these areas could differ materially from management's estimates under different assumptions or conditions. REVENUE RECOGNITION The Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Revenue is recognized when, or as, performance obligations are satisfied and control has transferred to the customer, typically when products are shipped or delivered, title and risk of loss pass to the customer, and the Company has a present right to payment. The majority of the Company's revenues relate to a broad offering of manufactured products and software which are recognized at the point in time when control transfers, generally in accordance with shipping terms, or the first day of the contractual term for software. A portion of the Company's revenues relate to the sale of post-contract customer support, parts and labor for repairs, and engineering services. In some circumstances, contracts include multiple performance obligations, where revenue is recognized separately for each good or service, as well as contracts where revenue is recognized over time as control transfers to the customer. Tangible products represent a large majority of the delivered items in contracts with multiple performance obligations or where revenue is recognized over time, while a smaller portion is attributable to installation, service and maintenance. In sales arrangements that involve multiple performance obligations, revenue is allocated based on the relative standalone selling price for each performance obligation. Observable selling prices from actual transactions are used whenever possible. In other instances, the Company determines the standalone selling price based on third-party pricing or management's best estimate. For projects where revenue is recognized over time, the Company typically uses an input method to determine progress and recognize revenue, based on costs incurred. The Company believes costs incurred closely correspond with its performance under the contract and the transfer of control to the customer. The Company also has software maintenance contracts where revenue is recognized ratably over the maintenance term. VALUATION OF ASSETS AND LIABILITIES Assets and liabilities acquired in business combinations, including intangible assets, are accounted for using the acquisition method and recorded at their respective fair values. In 2024, the Company completed the acquisition of National Instruments Corporation and engaged an independent third-party valuation specialist to assist in the determination of the fair value of intangible assets. This included the use of certain assumptions and estimates, including projected revenue for customer relationship and developed technology intangible assets, the attrition rate for customer relationship intangible assets, and the obsolescence rate for developed technology intangible assets. Although we believe the assumptions and estimates to be reasonable and appropriate, they require judgment and are based on experience and historical information obtained from National Instruments Corporation. LONG-LIVED ASSETS Long-lived assets, which include property, plant and equipment, goodwill and identifiable intangible assets, are reviewed for impairment whenever events or changes in business circumstances indicate impairment may exist. If the Company determines that the carrying value of a long-lived asset may not be recoverable, a permanent impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. Reporting units are also reviewed for possible goodwill impairment at least annually, in the fourth quarter. If an initial assessment indicates it is more likely than not an impairment may exist, it is evaluated by comparing the reporting unit's estimated fair value to its carrying value. Fair value is generally estimated using an income approach that discounts estimated future cash flows using discount rates judged by management to be commensurate with the applicable risk. Estimates of future sales, operating results, cash flows and discount rates are subject to changes in the economic environment, including such factors as the general level of market interest 31
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rates, expected equity market returns and the volatility of markets served, particularly when recessionary economic circumstances continue for an extended period of time. RETIREMENT PLANS The Company maintains a prudent long-term investment strategy consistent with the duration of pension obligations. The determination of defined benefit plan expense and liabilities is dependent on various assumptions, including the expected annual rate of return on plan assets, the discount rate and the rate of annual compensation increases. In accordance with U.S. generally accepted accounting principles, actual results that differ from the Company's assumptions are accumulated as deferred actuarial gains or losses and amortized to expense in future periods. The Company's principal U.S. defined benefit plan is closed to employees hired after January 1, 2016 while shorter-tenured employees ceased accruing benefits effective October 1, 2016. Effective January 1, 2025, the Company implemented a new profit sharing retirement program for all U.S. non-union employees. Eligible employees receive a base contribution to a cash balance account administered within the principal U.S. defined benefit plan, funded by surplus pension assets, as well as a potential profit sharing contribution to their defined contribution account. For employees that had continued to accrue benefits in the principal U.S. defined benefit plan, future service after December 31, 2024 is frozen. As of September 30, 2025, the U.S. pension plans were overfunded by $856 in total (approximately 29 percent in excess of the projected benefit obligation), including unfunded plans totaling $161. The non-U.S. plans were underfunded by $65, including unfunded plans totaling $242. The Company contributed a total of $46 to defined benefit plans in 2025 and expects to contribute approximately $40 in 2026. At year-end 2025, the discount rate for U.S. plans was 5.27 percent, and was 4.97 percent in 2024. The assumed investment return on plan assets was 6.50 percent in 2025, 6.50 percent in 2024 and 6.00 percent in 2023, and will be 6.75 percent for 2026. While management believes its assumptions used are appropriate, actual experience may differ. A 0.25 percentage point decrease in the U.S. and non-U.S. discount rates would have increased the total projected benefit obligation at September 30, 2025 by $100 and increased 2026 pension expense by $10. A 0.25 percentage point decrease in the expected return on plan assets would increase 2026 pension expense by $10. See Note 14. CONTINGENT LIABILITIES The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability (including asbestos) and other matters, several of which claim substantial amounts of damages. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management's estimates of the outcomes of these matters; and the Company's experience in contesting, litigating and settling similar matters. The Company engages an outside expert to develop an actuarial estimate of its expected costs to resolve all pending and future asbestos claims, including defense costs, as well as its related insurance receivables. The reserve for asbestos litigation, which is recorded on an undiscounted basis, is based on projected claims through 2065. Although it is not possible to predict the ultimate outcome of these matters, the Company historically has been largely successful in defending itself against claims and suits that have been brought against it, and will continue to defend itself vigorously in all such matters. While the Company believes a material adverse impact is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future development could have a material adverse impact on the Company. See Note 15. INCOME TAXES Income tax expense and tax assets and liabilities reflect management's assessment of taxes paid or expected to be paid (received) on items included in the financial statements. Deferred tax assets and liabilities arise from temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and consideration of operating loss and tax credit carryforwards. Deferred income taxes are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. The impact on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided to reduce deferred tax assets to the amount that will more likely than not be realized. This requires management to make judgments and estimates regarding the amount and timing of the reversal of taxable temporary differences, expected future taxable income, and the impact of tax planning strategies. Uncertainty exists regarding tax positions taken in previously filed tax returns which remain subject to examination, along with positions expected to be taken in future returns. The Company provides for unrecognized tax benefits, 32
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based on the technical merits, when it is more likely than not that an uncertain tax position will not be sustained upon examination. Adjustments are made to the uncertain tax positions when facts and circumstances change, such as the closing of a tax audit; changes in applicable tax laws, including tax case rulings and legislative guidance; or expiration of the applicable statute of limitations. Cash repatriated to the U.S. is generally not subject to U.S. federal income taxes. No provision is made for withholding taxes and any other applicable income taxes on the undistributed earnings of non-U.S. subsidiaries where these earnings are considered indefinitely reinvested or otherwise retained for continuing international operations. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted is not practicable. See Notes 1 and 16. Other Items LEGAL MATTERS At September 30, 2025, there were no known contingent liabilities (including guarantees, pending litigation, taxes and other claims) that management believes will be material in relation to the Company's financial statements, nor were there any material commitments outside the normal course of business. NEW ACCOUNTING PRONOUNCEMENTS In the fourth quarter of 2025, the Company adopted ASU No. 2023-07 (Topic 280), Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses on an annual and interim basis. The new standard also requires disclosure of the Company's chief operating decision maker and interim disclosure of each reportable segment's total assets. This standard has no impact on the accounting for reportable segments. See Note 20. In 2024, the Company adopted ASU No. 2022-04 (Subtopic 405-50), Liabilities - Supplier Finance Programs, which requires disclosures about the use of supplier finance programs. This standard has no impact on the accounting for supplier finance programs and did not materially impact the Company's disclosures. In 2023, the Company adopted ASU No. 2021-10 (Topic 832), Government Assistance, which requires annual disclosures about certain types of government assistance received. This standard has no impact on the accounting for government assistance and did not materially impact the Company's disclosures. In December 2023, the FASB issued ASU No. 2023-09 (Topic 740), Improvements to Income Tax Disclosures, which expands the disclosures required with respect to the income tax rate reconciliation and income taxes paid both in U.S. and foreign jurisdictions. The updates, which are effective in fiscal 2026, change disclosures only and will not impact the Company’s results of operations. In November 2024, the FASB issued ASU No. 2024-03 (Subtopic 220-40), Disaggregation of Income Statement Expenses, which requires expanded disclosures of specific expense categories in the notes to financial statements. The updates, which are effective for annual periods in fiscal 2028 and interim periods in fiscal 2029, change disclosures only and will not impact the Company’s results of operations. 33
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FISCAL 2026 OUTLOOK For fiscal year 2026, consolidated net sales from continuing operations are expected to be up approximately 5.5 percent, with underlying sales up approximately 4 percent, excluding a 1.5 percent favorable impact from foreign currency translation. Earnings per share are expected to be $4.73 to $4.93, while adjusted earnings per share are expected to be $6.35 to $6.55 (see the following reconciliation). Outlook for Fiscal 2026 Earnings Per Share 2026 Diluted earnings per share $4.73 - $4.93 Amortization of intangibles ~ 1.42 Restructuring and related costs ~ 0.15 Acquisition/divestiture fees and related costs ~ 0.05 Adjusted diluted earnings per share $6.35 - $6.55 Operating cash flow is expected to be $4.0 to $4.1 billion and free cash flow, which excludes projected capital spending of approximately $0.45 billion, is expected to be $3.5 to $3.6 billion. The fiscal 2026 outlook assumes approximately $2.2 billion returned to shareholders through approximately $1.0 billion of share repurchases and approximately $1.2 billion of dividend payments. ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information from this Annual Report on Form 10-K set forth in Item 7 under "Financial Instruments" is hereby incorporated by reference. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the Company's consolidated financial statements and accompanying notes and the report thereon of KPMG LLP (PCAOB ID 185) that follow. 34
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Consolidated Statements of Earnings EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars and shares in millions, except per share amounts) 2023 2024 2025 Net sales $ 15,165 17,492 18,016 Cost of sales 7,738 8,607 8,497 Selling, general and administrative expenses 4,186 5,142 5,103 Gain on subordinated interest (161) (79) — Loss on Copeland note receivable — 279 — Other deductions, net 506 1,434 1,245 Interest expense, net of interest income of: 2023, $227; 2024, $148; 2025, $150 34 175 237 Interest income from related party (41) (86) — Earnings from continuing operations before income taxes 2,903 2,020 2,934 Income taxes 642 415 696 Earnings from continuing operations 2,261 1,605 2,238 Discontinued operations, net of tax of $2,969, $85 and $(4), respectively 10,939 350 8 Net earnings 13,200 1,955 2,246 Less: Noncontrolling interests in earnings of subsidiaries (19) (13) (47) Net earnings common stockholders $ 13,219 1,968 2,293 Earnings common stockholders: Earnings from continuing operations $ 2,286 1,618 2,285 Discontinued operations 10,933 350 8 Net earnings common stockholders $ 13,219 1,968 2,293 Basic earnings per share common stockholders: Earnings from continuing operations $ 3.98 2.83 4.05 Discontinued operations 19.02 0.61 0.01 Basic earnings per common share $ 23.00 3.44 4.06 Diluted earnings per share common stockholders: Earnings from continuing operations $ 3.96 2.82 4.03 Discontinued operations 18.92 0.61 0.01 Diluted earnings per common share $ 22.88 3.43 4.04 Weighted average outstanding shares: Basic 574.2 571.3 564.0 Diluted 577.3 574.0 566.7 See accompanying Notes to Consolidated Financial Statements. 35
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Consolidated Statements of Comprehensive Income EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions) 2023 2024 2025 Net earnings $ 13,200 1,955 2,246 Other comprehensive income (loss), net of tax: Foreign currency translation 254 400 47 Pension and postretirement (25) 2 (24) Cash flow hedges 4 (13) 20 Total other comprehensive income (loss) 233 389 43 Comprehensive income 13,433 2,344 2,289 Less: Noncontrolling interests in comprehensive income of subsidiaries (18) (9) (51) Comprehensive income common stockholders $ 13,451 2,353 2,340 See accompanying Notes to Consolidated Financial Statements.
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Consolidated Balance Sheets EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars and shares in millions, except per share amounts) 2024 2025 ASSETS Current assets Cash and equivalents $ 3,588 1,544 Receivables, less allowances of $121 in 2024 and $123 in 2025 2,927 3,101 Inventories 2,180 2,213 Other current assets 1,497 1,725 Total current assets 10,192 8,583 Property, plant and equipment, net 2,807 2,871 Other assets Goodwill 18,067 18,193 Other intangible assets 10,436 9,458 Other 2,744 2,859 Total other assets 31,247 30,510 Total assets $ 44,246 41,964 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt $ 532 4,797 Accounts payable 1,335 1,384 Accrued expenses 3,875 3,616 Total current liabilities 5,742 9,797 Long-term debt 7,155 8,319 Other liabilities 3,840 3,550 Equity Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding,570.2 shares in 2024; 562.8 shares in 2025 477 477 Additional paid-in-capital 169 85 Retained earnings 40,830 40,603 Accumulated other comprehensive income (loss) (868) (821) Cost of common stock in treasury, 383.2 shares in 2024; 390.6 shares in 2025 (18,972) (20,062) Common stockholders’ equity 21,636 20,282 Noncontrolling interests in subsidiaries 5,873 16 Total equity 27,509 20,298 Total liabilities and equity $ 44,246 41,964 See accompanying Notes to Consolidated Financial Statements. 37
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Consolidated Statements of Equity EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions, except per share amounts) 2023 2024 2025 Common stock $ 477 477 477 Additional paid-in-capital Beginning balance 57 62 169 Stock plans 127 226 71 AspenTech purchases of common stock (122) (119) — Purchase of noncontrolling interest — — (1,400) Settlement of AspenTech share awards — — (76) Reclass negative APIC to retained earnings — — 1,321 Ending balance 62 169 85 Retained earnings Beginning balance 28,053 40,070 40,830 Net earnings common stockholders 13,219 1,968 2,293 Dividends paid (per share: 2023, $2.08; 2024, $2.10; 2025, $2.11) (1,202) (1,208) (1,199) Reclass negative APIC to retained earnings — — (1,321) Ending balance 40,070 40,830 40,603 Accumulated other comprehensive income (loss) Beginning balance (1,485) (1,253) (868) Foreign currency translation 253 396 51 Pension and postretirement (25) 2 (24) Cash flow hedges 4 (13) 20 Ending balance (1,253) (868) (821) Treasury stock Beginning balance (16,738) (18,667) (18,972) Purchases (2,000) (435) (1,178) Issued under Emerson stock plans 71 130 88 Ending balance (18,667) (18,972) (20,062) Common stockholders' equity 20,689 21,636 20,282 Noncontrolling interests in subsidiaries Beginning balance 5,952 5,909 5,873 Net earnings (19) (13) (47) Stock plans 94 64 29 AspenTech purchases of common stock (92) (89) — Other comprehensive income 1 4 (4) Dividends paid (1) (2) (3) AspenTech acquisition — — — Purchase of noncontrolling interests 3 — (5,832) Climate Technologies divestiture (29) — — Ending balance 5,909 5,873 16 Total equity $ 26,598 27,509 20,298 See accompanying Notes to Consolidated Financial Statements. 38
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Consolidated Statements of Cash Flows EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions) 2023 2024 2025 Operating activities Net earnings $ 13,200 1,955 2,246 Earnings from discontinued operations, net of tax (10,939) (350) (8) Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 1,051 1,689 1,518 Stock compensation 250 260 263 Amortization of acquisition-related inventory step-up — 231 — Pension expense (income) (71) (79) (12) Pension funding (43) (38) (46) Gain on subordinated interest (161) (79) — Loss on Copeland note receivable — 279 — Changes in operating working capital (148) (151) (9) Other, net (429) (400) (276) Cash from continuing operations 2,710 3,317 3,676 Cash from discontinued operations (2,073) 15 (578) Cash provided by operating activities 637 3,332 3,098 Investing activities Capital expenditures (363) (419) (431) Purchases of businesses, net of cash and equivalents acquired (705) (8,342) (37) Proceeds from subordinated interest 176 79 — Proceeds from related party note receivable 918 — — Other, net (141) (114) (125) Cash from continuing operations (115) (8,796) (593) Cash from discontinued operations 12,530 3,436 — Cash provided by (used in) investing activities 12,415 (5,360) (593) Financing activities Net increase (decrease) in short-term borrowings (1,578) (15) 1,110 Proceeds from short-term borrowings greater than three months 395 322 8,008 Payments of short-term borrowings greater than three months (400) (327) (4,918) Proceeds from long-term debt — — 1,544 Payments of long-term debt (741) (547) (503) Dividends paid (1,198) (1,201) (1,192) Purchases of common stock (2,000) (435) (1,167) AspenTech purchases of common stock (214) (208) — Payment of related party note payable (918) — — Purchase of noncontrolling interest — — (7,244) Repurchase of AspenTech share awards — — (76) Other, net (169) (44) (72) Cash used in financing activities (6,823) (2,455) (4,510) Effect of exchange rate changes on cash and equivalents 18 20 (39) Increase (Decrease) in cash and equivalents 6,247 (4,463) (2,044) Beginning cash and equivalents 1,804 8,051 3,588 Ending cash and equivalents $ 8,051 3,588 1,544 Changes in operating working capital Receivables $ (191) (99) (171) Inventories (160) 122 (1) Other current assets (1) (149) (152) Accounts payable (17) (16) 34 Accrued expenses 221 (9) 281 Total changes in operating working capital $ (148) (151) (9) See accompanying Notes to Consolidated Financial Statements.
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Notes to Consolidated Financial Statements EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions, except per share amounts or where noted) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Statement Presentation The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company. As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company. AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership. AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented. See Notes 4 and 20. In the fourth quarter of 2025, the Company adopted ASU No. 2023-07 (Topic 280), Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses on an annual and interim basis. The new standard also requires disclosure of the Company's chief operating decision maker and interim disclosure of each reportable segment's total assets. This standard has no impact on the accounting for reportable segments. See Note 20. In 2024, the Company adopted ASU No. 2022-04 (Subtopic 405-50), Liabilities - Supplier Finance Programs, which requires disclosures about the use of supplier finance programs. This standard has no impact on the accounting for supplier finance programs and did not materially impact the Company's disclosures. In 2023, the Company adopted ASU No. 2021-10 (Topic 832), Government Assistance, which requires annual disclosures about certain types of government assistance received. This standard has no impact on the accounting for government assistance and did not materially impact the Company's disclosures. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled affiliates. Intercompany transactions, profits and balances are eliminated in consolidation. Investments of 20 percent to 50 percent of the voting shares of other entities are accounted for by the equity method. Investments in publicly traded companies of less than 20 percent are carried at fair value, with changes in fair value reflected in earnings. Investments in nonpublicly traded companies of less than 20 percent are carried at cost, minus impairment, and adjusted for observable price changes in orderly transactions. Foreign Currency Translation The functional currency for most of the Company's non-U.S. subsidiaries is the local currency. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive income. Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. 40
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Inventories Inventories are stated at the lower of cost and net realizable value. The majority of inventory is valued based on standard costs, which are revised at the beginning of each year and approximate average costs, while the remainder is principally valued on a first-in, first-out basis. Following are the components of inventory as of September 30: 2024 2025 Finished products $ 512 520 Raw materials and work in process 1,668 1,693 Total inventories $ 2,180 2,213 Fair Value Measurement ASC 820, Fair Value Measurement, establishes a formal hierarchy and framework for measuring certain financial statement items at fair value, and requires disclosures about fair value measurements and the reliability of valuation inputs. Under ASC 820, measurement assumes the transaction to sell an asset or transfer a liability occurs in the principal or at least the most advantageous market for that asset or liability. Within the hierarchy, Level 1 instruments use observable market prices for an identical item in active markets and have the most reliable valuations. Level 2 instruments are valued through broker/dealer quotation or other approaches using market-observable inputs for similar items in active markets, including forward and spot prices, interest rates and volatilities. Level 3 instruments are valued using inputs not observable in an active market, such as company-developed future cash flow estimates, and are considered the least reliable. Valuations for all of the Company's financial instruments fall within Level 2. The fair value of the Company's long-term debt is Level 2, estimated using current interest rates and pricing from financial institutions and other market sources for debt with similar maturities and characteristics. Property, Plant and Equipment The Company records investments in land, buildings, and machinery and equipment at cost. Depreciation is computed principally using the straight-line method over estimated service lives, which for principal assets are 30 to 40 years for buildings and 8 to 12 years for machinery and equipment. Long-lived tangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized based on estimated fair values if the sum of estimated future undiscounted cash flows of the related assets is less than the carrying values. The components of property, plant and equipment as of September 30 follow: 2024 2025 Land $ 278 273 Buildings 2,048 2,127 Machinery and equipment 3,538 3,694 Construction in progress 321 314 Property, plant and equipment, at cost 6,185 6,408 Less: Accumulated depreciation 3,378 3,537 Property, plant and equipment, net $ 2,807 2,871 Goodwill and Other Intangible Assets Assets and liabilities acquired in business combinations are accounted for using the acquisition method and recorded at their respective fair values. Substantially all goodwill is assigned to the reporting unit that acquires a business. A reporting unit is an operating segment as defined in ASC 280, Segment Reporting, or a business one level below an operating segment if discrete financial information for that business unit is prepared and regularly reviewed by the segment manager. The Company conducts annual impairment tests of goodwill in the fourth quarter. If an initial assessment indicates it is more likely than not goodwill might be impaired, it is evaluated by comparing the reporting unit's estimated fair value to its carrying value. An impairment charge would be recorded for the amount by which the carrying value of the reporting unit exceeds the estimated fair value. Goodwill is also tested for impairment between annual tests if events or circumstances indicate the fair value of a unit may be less than its carrying value. Estimated fair values of reporting units are Level 3 measures and are developed generally under an income approach that discounts estimated future cash flows using risk-adjusted interest rates, as well as earnings multiples or other techniques as warranted. Fair values are subject to changes in underlying economic conditions. 41
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With the exception of certain trade names, all of the Company's identifiable intangible assets are subject to amortization on a straight-line basis over their estimated useful lives. Identifiable intangibles consist of intellectual property such as technology, patents and trademarks, customer relationships and capitalized software. Identifiable intangibles are also subject to evaluation for potential impairment if events or circumstances indicate the carrying amount may not be recoverable. See Note 10. Leases The Company leases offices; manufacturing facilities and equipment; and transportation, information technology and office equipment under operating lease arrangements. Finance lease arrangements are immaterial. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all of the economic benefits of an identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet and are recorded as short-term lease expense. The discount rate used to calculate present value is the Company's incremental borrowing rate based on the lease term and the economic environment of the applicable country or region. Certain leases contain renewal options or options to terminate prior to lease expiration, which are included in the measurement of right-of-use assets and lease liabilities when it is reasonably certain they will be exercised. The Company has elected to account for lease and non-lease components as a single lease component for its offices and manufacturing facilities. Some lease arrangements include payments that are adjusted periodically based on actual charges incurred for common area maintenance, utilities, taxes and insurance, or changes in an index or rate referenced in the lease. The fixed portion of these payments is included in the measurement of right-of-use assets and lease liabilities at lease commencement, while the variable portion is recorded as variable lease expense. The Company's leases typically do not contain material residual value guarantees or restrictive covenants. Product Warranty Warranties vary by product line and are competitive for the markets in which the Company operates. Warranties are largely offered to provide assurance that the product will function as intended and generally extend for a period of one to two years from the date of sale or installation. Provisions for warranty expense are estimated at the time of sale based on historical experience and adjusted quarterly for any known issues that may arise. Product warranty expense is less than one-half of one percent of sales. Revenue Recognition Emerson is a global manufacturer that designs and manufactures products and delivers services that bring technology and engineering together to provide innovative solutions for its customers. In accordance with ASC 606, Revenue from Contracts with Customers, the Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Revenue is recognized when, or as, performance obligations are satisfied and control has transferred to the customer, typically when products are shipped or delivered, title and risk of loss pass to the customer, and the Company has a present right to payment. The majority of the Company's revenues relate to a broad offering of manufactured products and software which are recognized at the point in time when control transfers, generally in accordance with shipping terms, or the first day of the contractual term for software. A portion of the Company's revenues relate to the sale of post- contract customer support, parts and labor for repairs, and engineering services. In some circumstances, contracts include multiple performance obligations, where revenue is recognized separately for each good or service, as well as contracts where revenue is recognized over time as control transfers to the customer. Revenue is recognized over time for approximately 10 percent of the Company's revenues. These revenues primarily relate to projects in the Control Systems & Software segment where revenue is recognized using the percentage-of-completion method to reflect the transfer of control over time, and software maintenance contracts in the Software and Control business group where revenue is typically recognized on a straight-line basis. Approximately 15 percent of revenues relate to sales arrangements with multiple performance obligations, principally in the Software and Control business group. Tangible products represent a large majority of the delivered items in contracts with multiple performance obligations or where revenue is recognized over time, while a smaller portion is attributable to installation, service and maintenance. 42
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For projects where revenue is recognized over time, the Company typically uses an input method to determine progress and recognize revenue, based on costs incurred. The Company believes costs incurred closely correspond with its performance under the contract and the transfer of control to the customer. For software maintenance contracts, revenue is recognized ratably over the maintenance term. In sales arrangements that involve multiple performance obligations, revenue is allocated based on the relative standalone selling price for each performance obligation. Observable selling prices from actual transactions are used whenever possible. In other instances, the Company determines the standalone selling price based on third-party pricing or management's best estimate. Generally, contract duration is short-term, and cancellation, termination or refund provisions apply only in the event of contract breach and are rarely invoked. Payment terms vary but are generally short-term in nature. The Company's long-term contracts, where revenue is generally recognized over time, are typically billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. The timing of revenue recognition and billings under these contracts results in either unbilled receivables (contract assets) when revenue recognized exceeds billings, or customer advances (contract liabilities) when billings exceed revenue recognized. Unbilled receivables are reclassified to accounts receivable when an unconditional right to consideration exists, typically when a milestone in the contract is achieved. The Company does not evaluate whether the transaction price includes a significant financing component for contracts where the time between cash collection and performance is less than one year. Certain arrangements with customers include variable consideration, typically in the form of rebates, cash discounts or penalties. In limited circumstances, the Company sells products with a general right of return. In most instances, returns are limited to product quality issues. The Company records a reduction to revenue at the time of sale to reflect the ultimate amount of consideration it expects to receive. The Company's estimates are updated quarterly based on historical experience, trend analysis, and expected market conditions. Variable consideration is typically not constrained at the time revenue is recognized. See Notes 2 and 20 for additional information about the Company's revenues. Derivatives and Hedging In the normal course of business, the Company is exposed to changes in interest rates and foreign currency exchange rates due to its worldwide presence and diverse business profile. The Company's foreign currency exposures relate to transactions denominated in currencies that differ from the functional currencies of its business units, primarily in euros, Mexican pesos, and Chinese yuan. As part of the Company's risk management strategy, derivative instruments are selectively used in an effort to minimize the impact of these exposures. Foreign exchange forwards and options are utilized to hedge foreign currency exposures impacting sales or cost of sales transactions, firm commitments and the fair value of assets and liabilities. Non-U.S. dollar obligations are utilized to reduce foreign currency risk associated with the Company's net investments in foreign operations. All derivatives are associated with specific underlying exposures and the Company does not hold derivatives for trading or speculative purposes. The duration of hedge positions is generally two years or less, except for the Company's net investment hedges. All derivatives are accounted for under ASC 815, Derivatives and Hedging, and recognized at fair value. For derivatives hedging variability in future cash flows, any gain or loss is deferred in stockholders' equity and recognized when the underlying hedged transaction impacts earnings. The majority of the Company's derivatives that are designated as hedges and qualify for hedge accounting are cash flow hedges. For derivatives hedging the fair value of existing assets or liabilities, both the gain or loss on the derivative and the offsetting loss or gain on the hedged item are recognized in earnings each period. Currency fluctuations on non-U.S. dollar obligations that have been designated as hedges of net investments in foreign operations are recognized in accumulated other comprehensive income (loss) and reclassified to income in the same period when a foreign operation is sold or substantially liquidated and the gain or loss related to the sale is included in income. To the extent that any hedge is not fully effective at offsetting changes in the underlying hedged item, there could be a net earnings impact. The Company also uses derivatives to hedge economic exposures that do not receive hedge accounting under ASC 815. The underlying exposures for these hedges relate primarily to the revaluation of certain foreign-currency-denominated assets and liabilities. In addition, in 2022 AspenTech entered into foreign currency forward contracts to mitigate the impact of foreign currency exchange associated with the Micromine purchase price. On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts and on August 1, 2023, announced the 43
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termination of the agreement to purchase Micromine. Gains or losses on derivative instruments not designated as hedges are recognized in the income statement immediately. Counterparties to derivative arrangements are companies with investment-grade credit ratings. The Company has bilateral collateral arrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement. If credit ratings on the Company's debt fall below pre-established levels, counterparties can require immediate full collateralization on all derivatives in net liability positions. The maximum amount that could potentially have been required was immaterial. The Company also can demand full collateralization of derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds. No collateral was posted with counterparties and none was held by the Company at year end. Risk from credit loss when derivatives are in asset positions is not considered material. The Company has master netting arrangements in place with its counterparties that allow the offsetting of certain derivative- related amounts receivable and payable when settlement occurs in the same period. Accordingly, counterparty balances are netted in the consolidated balance sheet and are reported in other current assets or accrued expenses as appropriate, depending on positions with counterparties as of the balance sheet date. See Note 11. Income Taxes The provision for income taxes is based on pretax income reported in the consolidated statements of earnings and tax rates currently enacted in each jurisdiction. Certain income and expense items are recognized in different time periods for financial reporting and income tax filing purposes, and deferred income taxes are provided for the effect of temporary differences. The Tax Cuts and Jobs Act subjects the Company to U.S. tax on global intangible low-taxed income earned by certain of its non- U.S. subsidiaries. The Company has elected to recognize this tax as a period expense when it is incurred. The Company also provides for withholding taxes and any applicable U.S. income taxes on earnings intended to be repatriated from non-U.S. locations. No provision has been made for these taxes on approximately $5.3 billion of undistributed earnings of non-U.S. subsidiaries as of September 30, 2025, as these earnings are considered indefinitely reinvested or otherwise retained for continuing international operations. Recognition of withholding taxes and any applicable U.S. income taxes on undistributed non-U.S. earnings would be triggered by a management decision to repatriate those earnings. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted is not practicable. See Note 16. (2) REVENUE RECOGNITION The following table summarizes the balances of the Company's unbilled receivables (contract assets), which are reported in Other assets (current and noncurrent), and its customer advances (contract liabilities), which are reported in Accrued expenses and Other liabilities. 2024 2025 Unbilled receivables (contract assets) $ 1,599 1,891 Customer advances (contract liabilities) (1,115) (1,105) Net contract assets $ 484 786 The majority of the Company's contract balances relate to (1) arrangements where revenue is recognized over time and payments from customers are made according to a contractual billing schedule, and (2) revenue from term software license arrangements where the license revenue is recognized upfront upon delivery. Net contract assets increased as revenue recognized for performance completed during the period exceeded customer billings. Revenue recognized for 2025 included approximately $798 that was included in the beginning contract liability balance. Other factors that impacted the change in net contract assets were immaterial. Revenue recognized for 2025 for performance obligations that were satisfied in previous periods, including cumulative catchup adjustments on the Company's long-term contracts, was not material. Capitalized amounts related to incremental costs to obtain customer contracts and costs to fulfill contracts are immaterial. As of September 30, 2025, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $8.6 billion. The Company expects to recognize approximately 75 percent of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter. See Note 20 for additional information about the Company's revenues. 44
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(3) WEIGHTED-AVERAGE COMMON SHARES Basic earnings per common share consider only the weighted-average of common shares outstanding while diluted earnings per common share, which are calculated using the two-class method, also consider the dilutive effects of stock options and incentive shares. An inconsequential number of shares of common stock were excluded from the computation of dilutive earnings per share in 2025, 2024 and 2023 as the effect would have been antidilutive. Earnings allocated to participating securities were inconsequential for all years presented. Reconciliations of weighted-average shares for basic and diluted earnings per common share follow (shares in millions): 2023 2024 2025 Basic shares outstanding 574.2 571.3 564.0 Dilutive shares 3.1 2.7 2.7 Diluted shares outstanding 577.3 574.0 566.7 (4) ACQUISITIONS AND DIVESTITURES AspenTech On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion. Emerson also incurred fees of $76 ($65 after-tax) and paid $76 to settle certain AspenTech share-based awards that were outstanding prior to the transaction closing. The purchase of the remaining outstanding shares and related costs are reported as an adjustment to Equity. Separately, AspenTech incurred $127 ($113 after-tax) of deal-related fees which are reported as acquisition/divestiture costs in Other deductions, net. AspenTech is now reported as a part of the Control Systems & Software segment in the Software and Control business group, see Note 20. National Instruments On October 11, 2023, the Company completed the acquisition of National Instruments Corporation (“NI”). NI, which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, had revenues of approximately $1.7 billion and pretax earnings of approximately $170 for the 12 months ended September 30, 2023. NI is now referred to as Test & Measurement and reported as a segment in the Software and Control business group, see Note 20. The following table summarizes the components of the purchase consideration reflected in the acquisition accounting for NI. Cash paid to acquire remaining NI shares not already owned by Emerson $ 7,833 Payoff of NI debt at closing 634 Total consideration paid in cash at closing 8,467 Fair value of NI shares already owned by Emerson prior to acquisition 137 Value of stock-based compensation awards attributable to pre-combination service 49 Total purchase consideration $ 8,653 45
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The total purchase consideration for NI was allocated to assets and liabilities as follows. Cash and equivalents $ 135 Receivables 309 Inventory 490 Other current assets 140 Property, plant and equipment 328 Goodwill ($121 expected to be tax-deductible) 3,442 Other intangible assets 5,275 Other assets 105 Total assets 10,224 Accounts payable 52 Accrued expenses 315 Deferred taxes and other liabilities 1,204 Total purchase consideration $ 8,653 The estimated intangible assets attributable to the transaction are comprised of the following (in millions): Amount Estimated WeightedAverage Life(Years) Developed technology $ 1,570 9 Customer relationships 3,360 15 Trade names 210 9 Backlog 135 1 Total $ 5,275 Results of operations for the year ended September 30, 2024 attributable to the NI acquisition include sales of $1,464 and a net loss of $537. The net loss included the impact of inventory step-up amortization, intangibles amortization, retention bonuses, stock compensation expense and restructuring. Pro Forma Financial Information The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of NI occurred on October 1, 2022. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition occurred as of that time ($ in millions, except per share amounts). 2023 2024 Net Sales 16,858 17,511 Net earnings from continuing operations common stockholders 1,508 1,982 Diluted earnings per share from continuing operations 2.61 3.45 Pro forma Net sales for the year ended September 30, 2023 include $1,693 attributable to NI. The pro forma results for the year ended September 30, 2023 include transaction costs of $198 which were assumed to be incurred in the first quarter of fiscal 2023. These transaction costs include $88 incurred by NI prior to the completion of the transaction and $110 incurred by Emerson in periods subsequent to the first quarter of fiscal 2023. The pro forma results for the year ended September 30, 2023 also include $424 of ongoing intangibles amortization, backlog amortization of $136, inventory step-up amortization of $213, and retention bonuses of $55, and exclude the mark-to-market gain of $56 recognized on the equity investment in National Instruments Corporation (see Note 6). 46
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Other Transactions On November 15, 2024, AspenTech acquired Open Grid Systems Limited, a global provider of network model management technology and a pioneer in developing model-driven applications supporting open access to data through industry standards, for a total purchase price of $46, net of cash acquired. The Company recognized goodwill of $32 (none of which is expected to be tax deductible) and other identifiable intangible assets of $20, consisting of developed technology and customer relationships with a weighted-average useful life of approximately 5 years. In 2024, the Company divested two small businesses, both in the Final Control segment, and recognized a pretax loss of $48 in total ($50 after-tax, $0.09 per share). In 2023, the Company received distributions related to its subordinated interest in Vertiv totaling $161 ($122 after-tax, $0.21 per share) and received $15 related to gains recognized in 2022. In 2024, the Company received its final distribution of $79 ($60 after-tax, $0.10 per share). In 2023, the Company acquired two businesses, Flexim, which is reported in the Measurement & Analytical segment, and Afag, which is reported in the Discrete Automation segment, for $715, net of cash acquired. The Company recognized goodwill of $424 (none of which is expected to be tax deductible) and other identifiable intangible assets of $323, primarily customer relationships and intellectual property with a weighted-average useful life of approximately 9 years. On March 31, 2023, Emerson completed the divestiture of Metran, its Russia-based manufacturing subsidiary and in 2023, recognized a pretax loss of $47 in Other deductions ($47 after-tax, in total $0.08 per share) related to its exit of business operations in Russia. Emerson's historical net sales in Russia represented approximately 2.0 percent of consolidated annual sales. On July 27, 2022, AspenTech entered into an agreement to acquire Micromine, a global leader in design and operational solutions for the mining industry, for AU $900 (approximately $623 USD based on exchange rates when the transaction was announced). On August 1, 2023, AspenTech announced the termination of the agreement to purchase Micromine. AspenTech, along with the sellers of Micromine, had been waiting to secure final Russian regulatory approval as a condition to the closing of the transaction. As this process continued, the timing and requirements necessary to get this approval became increasingly unclear. This lack of clarity on the potential for, and timing of, a successful review led AspenTech and the sellers of Micromine to this mutual course of action. AspenTech did not pay any termination fee as part of this arrangement. (5) DISCONTINUED OPERATIONS On May 31, 2023, the Company completed the sale of a majority stake in its Climate Technologies business (which constitutes the former Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in 2022) to private equity funds managed by Blackstone in a $14.0 billion transaction. Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion and a note receivable with a face value of $2.25 billion (which accrues 5 percent interest payable in kind by capitalizing interest), while retaining a 40 percent non-controlling common equity interest in a new standalone joint venture between Emerson and Blackstone. The Climate Technologies business, which includes the Copeland compressor business and the entire portfolio of products and services across all residential and commercial HVAC and refrigeration end- markets, had 2022 net sales of approximately $5.0 billion and pretax earnings of $1.0 billion. The Company recognized a pretax gain of approximately $10.6 billion (approximately $8.4 billion after-tax including tax expense recognized in prior quarters related to subsidiary restructurings). The new standalone business is named Copeland. On June 6, 2024, the Company entered into a definitive agreement to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion. The transaction closed on August 13, 2024 and the Company recognized a gain of $539 ($435 after-tax) in discontinued operations. See Note 8 for further details. On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion. This business had net sales of $630 and pretax earnings of $152 in 2022. The Company recognized a pretax gain of approximately $2.8 billion (approximately $2.1 billion after-tax) in the first quarter of 2023. 47
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The financial results of Climate Technologies and InSinkErator ("ISE") (through the completion of the divestitures), are reported as discontinued operations for all years presented and were as follows: Climate Technologies ISE Total 2023 2024 2025 2023 2024 2025 2023 2024 2025 Net sales $ 3,156 — — 49 — — 3,205 — — Cost of sales 2,000 — — 29 — — 2,029 — — SG&A 390 — 1 7 — — 397 — 1 Gain on sale of business (10,610) (539) — (2,783) — — (13,393) (539) — Other deductions, net 252 104 (10) 12 — 5 264 104 (5) Earnings before incometaxes 11,124 435 9 2,784 — (5) 13,908 435 4 Income taxes 2,315 85 (3) 654 — (1) 2,969 85 (4) Earnings, net of tax $ 8,809 350 12 2,130 — (4) 10,939 350 8 Climate Technologies' results for 2024 included a gain on the sale of the Company's 40 percent non-controlling common equity interest in Copeland of $539 ($435 after-tax), while 2023 included lower expense of $96 due to ceasing depreciation and amortization upon the held-for-sale classification and $57 of transaction-related costs reported in Other deductions, net. Equity method losses related to the Company's 40 percent non-controlling common equity interest in Copeland were $125 and $177 for 2024 and 2023, respectively. Income taxes for 2023 included approximately $2.2 billion for the gain on the Copeland transaction and subsidiary restructurings, and approximately $660 related to the gain on the InSinkErator divestiture. Net cash from operating and investing activities for Climate Technologies, InSinkErator and Therm-O-Disc ("TOD", which was divested in the third quarter of 2022) were as follows: Climate Technologies ISE and TOD Total 2023 2024 2025 2023 2024 2025 2023 2024 2025 Cash from operating activities $ (1,314) 15 (578) (759) — — (2,073) 15 (578) Cash from investing activities $ 9,475 3,436 — 3,055 — — 12,530 3,436 — Cash from operating activities for 2025 primarily reflects approximately $0.6 billion of income taxes paid related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland. Cash from operating activities for 2023 reflects approximately $2.3 billion of income taxes paid related to the gains on the Copeland transaction and InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction. Cash from investing activities for 2024 reflects the proceeds of approximately $1.5 billion related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland and $1.9 billion related to the sale of the note receivable, while 2023 reflects the proceeds of approximately $9.7 billion related to the Copeland transaction and approximately $3.0 billion related to the InSinkErator divestiture. 48
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(6) OTHER DEDUCTIONS, NET Other deductions, net are summarized below: 2023 2024 2025 Amortization of intangibles (intellectual property and customer relationships) $ 482 1,077 884 Restructuring costs 72 228 136 Acquisition/divestiture fees and related costs 69 96 214 Foreign currency transaction (gains) losses 50 105 92 Investment-related gains & gains from sales of capital assets (69) — — Russia business exit 47 — — Other (145) (72) (81) Total $ 506 1,434 1,245 Intangibles amortization for 2025 and 2024 included $425 and $560, respectively, related to the NI acquisition. The increase in acquisition/divestiture costs in 2025 is primarily related to the AspenTech transaction. Foreign currency transaction losses included a mark-to-market gain of $24 in 2023 related to foreign currency forward contracts entered into by AspenTech to mitigate the impact of foreign currency exchange associated with the Micromine purchase price. On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts. The Company recognized a mark-to-market gain of $56 in 2023 related to its equity investment in National Instruments Corporation (see Note 11 for further information). In 2024, Other includes a loss of $48 related to the divestiture of two small businesses (see Note 4). Other is also composed of several other items, including pension expense (income), litigation costs, provision for bad debt and other items, none of which is individually significant. (7) RESTRUCTURING COSTS Each year the Company incurs costs to size its businesses to levels appropriate for current economic conditions and to continually improve its cost structure and operational efficiency, deploy assets globally, and remain competitive on a worldwide basis. Costs result from numerous individual actions implemented across the Company's various operating units on an ongoing basis and can include costs for moving facilities to best-cost locations, restarting plants after relocation or geographic expansion to better serve local markets, reducing headcount or the number of facilities, exiting certain product lines, and other costs resulting from asset deployment decisions (such as contract termination costs, asset write-downs and vacant facility costs). Restructuring expenses were $136, $228 and $72 for 2025, 2024 and 2023, respectively. The Company expects fiscal year 2026 restructuring and related costs to be approximately $100. Restructuring costs by business segment follows: 2023 2024 2025 Final Control $ 12 12 9 Measurement & Analytical 9 26 14 Discrete Automation 27 35 28 Safety & Productivity — 7 4 Intelligent Devices 48 80 55 Control Systems & Software 10 19 25 Test & Measurement — 78 15 Software and Control 10 97 40 Corporate 14 51 41 Total $ 72 228 136 Actions taken in 2025, 2024 and 2023 included workforce reductions of approximately 2,100, 2,250 and 700 positions and the exit of thirteen, twenty-two and ten production facilities and sales offices worldwide, respectively. Corporate restructuring for 2025 includes $22 of integration-related stock compensation expense attributable to AspenTech and $3 attributable to NI, while 2024 includes $43 attributable to NI. 49
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The change in the liability for restructuring costs during the years ended September 30 follows: 2024 Expense Utilized/Paid 2025 Severance and benefits $ 105 120 109 116 Other 7 16 19 4 Total $ 112 136 128 120 2023 Expense Utilized/Paid 2024 Severance and benefits $ 85 191 171 105 Other 2 37 32 7 Total $ 87 228 203 112 The tables above do not include $26, $16 and $20 of costs related to restructuring actions incurred in 2025, 2024 and 2023 respectively. (8) EQUITY METHOD INVESTMENT AND NOTE RECEIVABLE As discussed in Note 5, the Company completed the divestiture of a majority stake in Copeland on May 31, 2023, and received upfront, pre-tax cash proceeds of approximately $9.7 billion and a note receivable with a face value of $2.25 billion, while retaining a 40 percent non-controlling common equity interest in Copeland. As a result of the transaction, the Company deconsolidated Copeland from its financial statements, as it no longer had a controlling interest, and initially recognized its common equity investment and note receivable at fair values of $1,359 and $2,052, respectively. On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024. The Company recognized non-cash interest income on the note receivable (through the date of the agreement) of $86 and $41 in 2024 and 2023, respectively, which is reported in Interest income from related party within continuing operations and capitalized to the carrying value of the note. Upon entering into the note agreement, the Company recorded a pretax loss of $279 ($217 after-tax, $0.38 per share) to adjust the carrying value of the note to $1.9 billion to reflect the transaction price. During the year ended September 30, 2023, the Company settled a note receivable and note payable with Copeland of $918, which is reported in Investing and Financing cash flows, respectively. Summarized financial information for Copeland for 2024 and 2023 is presented below. Copeland's results only reflect activity subsequent to the Company's divestiture of its majority stake and through the completion of the sale of the 40 percent non- controlling common equity interest. 2023 2024 Net sales $ 1,677 $ 4,323 Gross profit $ 479 $ 1,495 Income (loss) from continuing operations $ (442) $ (326) Net income (loss) $ (442) $ (326) Net income (loss) attributable to shareholders $ (442) $ (322) 50
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(9) LEASES The components of lease expense for the years ended September 30 were as follows: 2023 2024 2025 Operating lease expense $ 178 208 201 Variable lease expense $ 20 24 21 Short-term lease expense and sublease income were immaterial for the years ended September 30, 2025, 2024 and 2023. Cash paid for operating leases is classified within operating cash flows from continuing operations and was $190, $202 and $170 for the years ended September 30, 2025, 2024 and 2023, respectively. Operating lease right-of-use asset additions were $141, $250 and $247 for the years ended September 30, 2025, 2024 and 2023, respectively. The following table summarizes the balances of the Company's operating lease right-of-use assets and operating lease liabilities as of September 30, 2024 and 2025, the vast majority of which relates to offices and manufacturing facilities: 2024 2025 Right-of-use assets (Other assets) $ 692 637 Current lease liabilities (Accrued expenses) $ 158 138 Noncurrent lease liabilities (Other liabilities) $ 511 505 The weighted-average remaining lease term for operating leases was 7.3 years and 7.7 years, and the weighted-average discount rate was 4.4 percent and 4.4 percent as of September 30, 2025 and September 30, 2024, respectively. Future maturities of operating lease liabilities as of September 30, 2025 are summarized below: 2025 2026 $ 170 2027 131 2028 98 2029 72 2030 53 Thereafter 244 Total lease payments 768 Less: Interest 125 Total lease liabilities $ 643 Lease commitments that have not yet commenced were immaterial as of September 30, 2025. 51
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(10) GOODWILL AND OTHER INTANGIBLES The change in the carrying value of goodwill by business segment follows: FinalControl Measurement& Analytical DiscreteAutomation Safety &Productivity ControlSystems &Software Test &Measurement Total Balance, September 30,2023 $ 2,660 1,545 892 388 8,995 — 14,480 Acquisitions — — — — — 3,442 3,442 Foreign currencytranslation and other 42 31 27 16 8 21 145 Balance, September 30,2024 2,702 1,576 919 404 9,003 3,463 18,067 Acquisitions — — — — 32 — 32 Foreign currencytranslation and other 16 28 26 17 2 5 94 Balance, September30, 2025 $ 2,718 1,604 945 421 9,037 3,468 18,193 The gross carrying amount and accumulated amortization of identifiable intangible assets by major class follow: CustomerRelationships IntellectualProperty CapitalizedSoftware Total 2024 2025 2024 2025 2024 2025 2024 2025 Gross carrying amount $ 8,114 8,180 6,017 6,069 1,497 1,583 15,628 15,832 Less: Accumulated amortization 1,818 2,379 2,116 2,658 1,258 1,337 5,192 6,374 Net carrying amount $ 6,296 5,801 3,901 3,411 239 246 10,436 9,458 Intangible asset amortization expense for the major classes included above for 2025, 2024 and 2023 was $1,174, $1,366 and $764, respectively. Based on intangible asset balances as of September 30, 2025, amortization expense is expected to approximate $1,110 in 2026, $1,076 in 2027, $1,030 in 2028, $977 in 2029 and $940 in 2030. The increase in goodwill and intangible assets in 2024 reflects the National Instruments acquisition. 52
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(11) FINANCIAL INSTRUMENTS Following is a discussion regarding the Company’s use of financial instruments: Hedging Activities As of September 30, 2025, the notional amount of foreign currency hedge positions was approximately $4.1 billion. All derivatives receiving hedge accounting are cash flow hedges. The majority of hedging gains and losses deferred as of September 30, 2025 are expected to be recognized over the next 12 months as the underlying forecasted transactions occur. Gains and losses on foreign currency derivatives reported in Other deductions, net reflect hedges of balance sheet exposures that do not receive hedge accounting. Cash flows related to foreign currency hedges are classified within operating cash flows. Net Investment Hedge In March 2025, the Company issued €500 of 3.0% notes due March 2031 and €500 of 3.5% notes due March 2037. The net proceeds from the sale of the euro notes were used for general corporate purposes and to fund a portion of the purchase price of the AspenTech transaction (see Note 4). In 2019, the Company issued euro-denominated debt of €1.5 billion, of which €500 was repaid in 2024. The outstanding euro notes reduce foreign currency risk associated with the Company's international subsidiaries that use the euro as their functional currency and have been designated as a hedge of a portion of the investment in these operations. Foreign currency gains or losses associated with the euro-denominated debt are deferred in accumulated other comprehensive income (loss) and will remain until the hedged investment is sold or substantially liquidated. Cash flows related to the euro-denominated debt are classified within financing cash flows. The following gains and losses are included in earnings and other comprehensive income (OCI): Gain (Loss) to Earnings Gain (Loss) to OCI 2023 2024 2025 2023 2024 2025 Location Commodity Cost of sales $ (19) — — 6 — — Foreign currency Sales (3) — 5 — 2 7 Foreign currency Cost of sales 65 10 1 42 (8) 25 Foreign currency Other deductions, net (128) 10 (8) Net Investment Hedge Euro denominated debt 16 — — (128) (70) (181) Total $ (69) 20 (2) (80) (76) (149) Regardless of whether derivatives and non-derivative financial instruments receive hedge accounting, the Company expects hedging gains or losses to be offset by losses or gains on the related underlying exposures. The amounts ultimately recognized will differ from those presented above for open positions, which remain subject to ongoing market price fluctuations until settlement. Derivatives receiving hedge accounting are highly effective and no amounts were excluded from the assessment of hedge effectiveness. Equity Investment The Company had an equity investment in National Instruments Corporation ("NI") and recognized a mark-to-market gain of $56 in 2023. On April 12, 2023, Emerson announced an agreement to acquire NI for $60 per share in cash for the remaining shares not already owned by Emerson and the transaction closed on October 11, 2023. See Note 4. Fair Value Measurement Valuations for all derivatives and the Company's long-term debt fall within Level 2 of the GAAP valuation hierarchy. The fair value of long-term debt was $8.2 billion and $7.0 billion, respectively, as of September 30, 2025 and 2024, 53
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which was lower than the carrying value by $693 and $705, respectively. The fair values of foreign currency contracts were reported in Other current assets and Accrued expenses as summarized below: 2024 2025 Assets Liabilities Assets Liabilities Foreign currency $ 31 20 33 23 (12) SHORT-TERM BORROWINGS AND LINES OF CREDIT Short-term borrowings and current maturities of long-term debt are as follows: 2024 2025 Current maturities of long-term debt $ 532 605 Commercial paper and other short-term borrowings — 4,192 Total $ 532 4,797 Interest rate for weighted-average short-term borrowings at year end — 4.3% On February 11, 2025, the Company entered into a $3 billion, 364-day revolving backup credit facility to support increased commercial paper borrowings in connection with the AspenTech transaction. This facility is in addition to the Company's existing $3.5 billion five-year revolving backup credit facility with various banks. Both credit facilities are unsecured and may be accessed under various interest rate alternatives at the Company's option. The fees to maintain the facilities are immaterial and the Company has not incurred any borrowings under either facility or previous facilities. Overall, the Company's commercial paper borrowings increased to approximately $4.2 billion at September 30, 2025. (13) LONG-TERM DEBT The details of long-term debt follow: 2024 2025 3.15% notes due June 2025 $ 500 — 1.25% euro notes due October 2025 557 587 0.875% notes due October 2026 750 750 1.80% notes due October 2027 500 500 2.00% notes due December 2028 1,000 1,000 2.00% euro notes due October 2029 557 587 1.95% notes due October 2030 500 500 3.00% euro notes due March 2031 — 587 2.20% notes due December 2031 1,000 1,000 6.00% notes due August 2032 250 250 5.00% notes due March 2035 — 500 3.50% euro notes due March 2037 — 587 6.125% notes due April 2039 250 250 5.25% notes due November 2039 300 300 2.75% notes due October 2050 500 500 2.80% notes due December 2051 1,000 1,000 Other 23 26 Long-term debt 7,687 8,924 Less: Current maturities 532 605 Total, net $ 7,155 8,319 54
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Long-term debt maturing during each of the four years after 2026 is $757, $528, $997 and $584, respectively. Total interest paid on long-term debt was approximately $221, $193 and $200 in 2025, 2024 and 2023, respectively. During the year, the Company repaid $500 of 3.15% notes that matured in June 2025. In March 2025, the Company issued €500 of 3.0% notes due March 2031, $500 of 5.0% notes due March 2035, and €500 of 3.5% notes due March 2037. The Company used the net proceeds from the sale of the notes and increased commercial paper borrowings (see Note 12), along with cash on hand, to fund the AspenTech transaction (see Note 4). In 2024, the Company repaid $529 of 0.375% euro notes that matured in May 2024. The Company maintains a universal shelf registration statement on file with the SEC under which it can issue debt securities, preferred stock, common stock, warrants, share purchase contracts or share purchase units without a predetermined limit. Securities can be sold in one or more separate offerings with the size, price and terms to be determined at the time of sale. (14) PENSION AND POSTRETIREMENT PLANS Retirement plans expense includes the following components: U.S. Plans Non-U.S. Plans 2023 2024 2025 2023 2024 2025 Defined benefit plans: Service cost (benefits earned during the period) $ 25 17 50 20 20 22 Interest cost 164 169 140 50 49 46 Expected return on plan assets (247) (259) (252) (39) (38) (43) Net amortization and other (55) (43) 22 18 6 3 Net periodic pension expense (income) (113) (116) (40) 49 37 28 Defined contribution plans 111 130 140 49 70 67 Total retirement plans expense (income) $ (2) 14 100 98 107 95 Total net periodic pension (income) decreased in 2025 primarily due to higher amortization of deferred losses and higher service cost, partially offset by lower interest costs. Net periodic pension expense (income) includes $7 and defined contribution expense includes $14 for 2023 related to discontinued operations. For defined contribution plans, the Company makes cash contributions based on plan requirements, which are expensed as incurred. The Company's principal U.S. defined benefit plan is closed to employees hired after January 1, 2016 while shorter-tenured employees ceased accruing benefits effective October 1, 2016. Effective January 1, 2025, the Company implemented a new profit sharing retirement program for all U.S. non-union employees. Eligible employees receive a base contribution to a cash balance account administered within the principal U.S. defined benefit plan, funded by surplus pension assets, as well as a potential profit sharing contribution to their defined contribution account. For employees that had continued to accrue benefits in the principal U.S. defined benefit plan, future service after December 31, 2024 is frozen. 55
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Details of the changes in the actuarial present value of the projected benefit obligation and the fair value of plan assets for defined benefit pension plans follow: U.S. Plans Non-U.S. Plans 2024 2025 2024 2025 Projected benefit obligation, beginning $ 2,934 3,089 926 1,004 Service cost 17 50 20 22 Interest cost 169 140 49 46 Actuarial (gain) loss 283 (80) 13 (24) Curtailments (4) — — (4) Benefits paid (205) (227) (41) (40) Settlements (108) (43) (39) (35) Acquisitions (Divestitures), net — — 6 — Foreign currency translation and other 3 — 70 16 Projected benefit obligation, ending $ 3,089 2,929 1,004 985 Fair value of plan assets, beginning $ 3,590 3,889 864 966 Actual return on plan assets 598 151 73 (11) Employer contributions 14 15 24 31 Benefits paid (205) (227) (41) (40) Settlements (108) (43) (39) (35) Acquisitions (Divestitures), net — — (2) — Foreign currency translation and other — — 87 9 Fair value of plan assets, ending $ 3,889 3,785 966 920 Net amount recognized in the balance sheet $ 800 856 (38) (65) Location of net amount recognized in the balance sheet: Noncurrent asset $ 961 1,017 233 212 Current liability (14) (14) (17) (18) Noncurrent liability (147) (147) (254) (259) Net amount recognized in the balance sheet $ 800 856 (38) (65) Pretax accumulated other comprehensive loss $ (243) (242) (163) (187) Actuarial gains in 2025 were largely due to an increase in the discount rates used to estimate the benefit obligations for the U.S. and non-U.S. plans, which were 5.27% and 5.2% at September 30, 2025 compared to 4.97% and 4.7% at September 30, 2024, respectively. Actuarial losses in 2024 were largely due to a decrease in the discount rates used to estimate the benefit obligations for the U.S. and non-U.S. plans, which were 4.97% and 4.7% at September 30, 2024 compared to 6.03% and 5.2% at September 30, 2023, respectively. As of September 30, 2025, U.S. pension plans were overfunded by $856 in total, including unfunded plans totaling $161. The non-U.S. plans were underfunded by $65, including unfunded plans totaling $242. As of the September 30, 2025 and 2024 measurement dates, the plans' total accumulated benefit obligation was $3,769 and $3,942, respectively. The total projected benefit obligation, accumulated benefit obligation and fair value of plan assets for individual plans with projected benefit obligations in excess of plan assets were $567, $473 and $130, respectively, for 2025, and $558, $470 and $125, respectively, for 2024. The total projected benefit obligation, accumulated benefit obligation and fair value of plan assets for individual plans with accumulated benefit obligations in excess of plan assets were $493, $431 and $71, respectively, for 2025, and $515, $452 and $92, respectively, for 2024. 56
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Future benefit payments by U.S. plans are estimated to be $265 in 2026, $263 in 2027, $258 in 2028, $254 in 2029, $248 in 2030 and $1,148 in total over the five years 2031 through 2035. Based on foreign currency exchange rates as of September 30, 2025, future benefit payments by non-U.S. plans are estimated to be $67 in 2026, $64 in 2027, $70 in 2028, $74 in 2029, $71 in 2030 and $396 in total over the five years 2031 through 2035. The Company expects to contribute approximately $40 to its retirement plans in 2026. The weighted-average assumptions used in the valuation of pension benefits follow: U.S. Plans Non-U.S. Plans 2023 2024 2025 2023 2024 2025 Net pension expense Discount rate used to determine service cost 5.66 % 6.09 % 5.29 % 4.9 % 5.2 % 4.7 % Discount rate used to determine interest cost 5.49 % 5.94 % 4.67 % 4.9 % 5.2 % 4.7 % Expected return on plan assets 6.00 % 6.50 % 6.50 % 4.4 % 4.7 % 4.6 % Rate of compensation increase 4.00 % 4.00 % 4.00 % 4.0 % 3.9 % 3.9 % Benefit obligations Discount rate 6.03 % 4.97 % 5.27 % 5.2 % 4.7 % 5.2 % Rate of compensation increase 4.00 % 4.00 % 4.00 % 3.9 % 3.9 % 4.1 % The discount rate for the U.S. retirement plans was 5.27 percent as of September 30, 2025. An actuarially developed, company-specific yield curve is used to determine the discount rate. To determine the service and interest cost components of pension expense for its U.S. retirement plans, the Company applies the specific spot rates along the yield curve, rather than the single weighted-average rate, to the projected cash flows to provide more precise measurement of these costs. The expected return on plan assets assumption is determined by reviewing the investment returns of the plans for the past 10 years plus longer-term historical returns of an asset mix approximating the Company's asset allocation targets, and periodically comparing these returns to expectations of investment advisors and actuaries to determine whether long-term future returns are expected to differ significantly from the past. The Company's asset allocations at September 30, 2025 and 2024, and weighted-average target allocations follow: U.S. Plans Non-U.S. Plans 2024 2025 Target 2024 2025 Target Equity securities 29 % 29 % 25-35% 7 % 12 % 5-15% Debt securities 63 63 60-70 69 69 65-75 Other 8 8 0-10 24 19 15-25 Total 100 % 100 % 100 % 100 % 100 % 100 % The primary objective for the investment of pension assets is to secure participant retirement benefits by earning a reasonable rate of return. Plan assets are invested consistent with the provisions of the prudence and diversification rules of ERISA and with a long-term investment horizon. The Company continuously monitors the value of assets by class and routinely rebalances to remain within target allocations. The equity strategy is to minimize concentrations of risk by investing primarily in a mix of companies that are diversified across geographies, market capitalization, style, sectors and industries worldwide. The approach for bonds emphasizes investment-grade corporate and government debt with maturities matching the duration of pension liabilities. The bonds strategy also includes a high-yield element which is generally shorter in duration. For diversification, a small portion of U.S. plan assets is allocated to private equity partnerships and real asset fund investments, providing opportunities for above market returns. Leveraging techniques are not used and the use of derivatives in any fund is limited and inconsequential. The fair values of defined benefit pension assets as of September 30, organized by asset class and by the fair value hierarchy of ASC 820, Fair Value Measurement, follow. Investments valued based on the net asset value (NAV) of fund units held, as derived from the fair value of the underlying assets, are excluded from the fair value hierarchy. 57
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Level 1 Level 2 Level 3 Measuredat NAV Total % 2025 U.S. equities $ 246 10 — 581 837 18 % International equities 169 11 — 111 291 6 % Emerging market equities — 1 — 94 95 2 % Corporate bonds — 1,170 — 835 2,005 43 % Government bonds — 899 — 106 1,005 21 % Other 137 1 143 191 472 10 % Total $ 552 2,092 143 1,918 4,705 100 % 2024 U.S. equities $ 245 10 — 620 875 18 % International equities 154 12 — 65 231 5 % Emerging market equities — 1 — 101 102 2 % Corporate bonds — 1,221 — 879 2,100 43 % Government bonds — 904 — 108 1,012 21 % Other 206 1 132 196 535 11 % Total $ 605 2,149 132 1,969 4,855 100 % Asset Classes U.S. equities reflect companies domiciled in the U.S., including multinational companies. International equities are comprised of companies domiciled in developed nations outside the U.S. Emerging market equities are comprised of companies domiciled in portions of Asia, Eastern Europe and Latin America. Corporate bonds represent investment-grade debt of issuers primarily from the U.S. Government bonds include investment-grade instruments issued by federal, state and local governments, primarily in the U.S. Other includes cash, interests in mixed asset funds investing in commodities, natural resources, agriculture, real estate and infrastructure funds, life insurance contracts (U.S.), and shares in certain general investment funds of financial institutions or insurance arrangements (non-U.S.) that typically ensure no market losses or provide for a small minimum return guarantee. Fair Value Hierarchy Categories Valuations of Level 1 assets for all classes are based on quoted closing market prices from the principal exchanges where the individual securities are traded. Cash is valued at cost, which approximates fair value. Debt securities categorized as Level 2 assets are generally valued based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings. Valuation techniques and inputs for these assets include discounted cash flow analysis, earnings multiple approaches, recent transactions, transfer restrictions, prevailing discount rates, volatilities, credit ratings and other factors. In the Other class, interests in mixed asset funds are Level 2, and U.S. life insurance contracts and non-U.S. general fund investments and insurance arrangements are Level 3. Investments measured at NAV are primarily nonexchange-traded commingled or collective funds where the underlying securities have observable prices available from active markets and typically provide liquidity daily or within a few days. The NAV category also includes fund investments in private equities, real estate and infrastructure where the fair value of the underlying assets is determined by the investment manager. Total unfunded commitments for the private equity funds were approximately $71 at September 30, 2025. These investments cannot be redeemed, but instead the funds will make distributions through liquidation of the underlying assets, which is expected to occur over approximately the next 10 years. The real estate and infrastructure funds typically offer quarterly redemption. Postretirement Plans The Company also sponsors unfunded postretirement benefit plans (primarily health care) for certain U.S. retirees and their dependents. The Company’s principal U.S. postretirement plan has been frozen to new employees since 1993. The postretirement benefit liability for all plans was $61 and $71 as of September 30, 2025 and 2024, respectively, and included deferred actuarial gains in accumulated other comprehensive income of $59 and $68, respectively. Service and interest costs are negligible and more than offset by the amortization of deferred actuarial gains, which resulted in net postretirement income of $11 for 2025, $18 for 2024 and $19 for 2023. Benefits paid 58
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were $8 and $10 for 2025 and 2024, respectively, and the Company estimates that future health care benefit payments will be approximately $6 per year for 2026 through 2030, and $23 in total over the five years 2031 through 2035. (15) CONTINGENT LIABILITIES AND COMMITMENTS The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability (including asbestos) and other matters, several of which claim substantial amounts of damages. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management's estimates of the outcomes of these matters; and the Company's experience in contesting, litigating and settling similar matters. The Company engages an outside expert to develop an actuarial estimate of its expected costs to resolve all pending and future asbestos claims, including defense costs, as well as its related insurance receivables. The reserve for asbestos litigation, which is recorded on an undiscounted basis, is based on projected claims through 2065. See Note 21 for additional information about the Company's asbestos liabilities and related insurance receivables. Although it is not possible to predict the ultimate outcome of these matters, the Company historically has been largely successful in defending itself against claims and suits that have been brought against it, and will continue to defend itself vigorously in all such matters. While the Company believes a material adverse impact is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future development could have a material adverse impact on the Company. The Company enters into certain indemnification agreements in the ordinary course of business in which the indemnified party is held harmless and is reimbursed for losses incurred from claims by third parties, usually up to a prespecified limit. In connection with divestitures of certain assets or businesses, the Company often provides indemnities to the buyer with respect to certain matters including, for example, environmental or unidentified tax liabilities related to periods prior to the disposition. Because of the uncertain nature of the indemnities, the maximum liability cannot be quantified. As such, contingent liabilities are recorded when they are both probable and reasonably estimable. Historically, payments under indemnity arrangements have been inconsequential. At September 30, 2025, there were no known contingent liabilities (including guarantees, pending litigation, taxes and other claims) that management believes will be material in relation to the Company's financial statements, nor were there any material commitments outside the normal course of business. (16) INCOME TAXES Pretax earnings from continuing operations consist of the following: 2023 2024 2025 United States $ 1,529 712 1,118 Non-U.S. 1,374 1,308 1,816 Total pretax earnings $ 2,903 2,020 2,934 59
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The principal components of income tax expense follow: 2023 2024 2025 Current: U.S. federal $ 463 325 463 State and local 47 34 56 Non-U.S. 369 452 481 Deferred: U.S. federal (159) (284) (212) State and local (17) (18) 11 Non-U.S. (61) (94) (103) Income tax expense $ 642 415 696 Reconciliations of the U.S. federal statutory income tax rate to the Company's effective tax rate follow. 2023 2024 2025 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State and local taxes, net of U.S. federal tax benefit 0.8 0.6 1.8 Non-U.S. rate differential 0.8 2.0 1.2 Non-U.S. tax holidays (0.8) (1.7) (1.3) Research and development credits (0.5) (1.2) (0.9) Foreign derived intangible income (2.6) (3.8) (2.0) U.S. taxation of Non-U.S. Earnings 1.3 2.1 1.7 Subsidiary restructuring — (2.9) (0.2) Test & Measurement purchase accounting — 1.7 — Other 2.1 2.8 2.4 Effective income tax rate 22.1 % 20.6 % 23.7 % State and local taxes in 2025 include a discrete deferred expense due to the purchase of the remaining shares of AspenTech. Test & Measurement purchase accounting in 2024 reflects a lower tax benefit on inventory step-up amortization. The increase in Other in 2024 includes the losses on two small divestitures, which were non-deductible for tax purposes. See Note 4 for further details related to acquisitions and divestitures. On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. The OBBBA extends certain key elements of the 2017 Tax Cuts and Jobs Act including provisions related to bonus depreciation and domestic research and development, among others. The OBBBA did not have a material impact in the current fiscal year. The Company is currently assessing the impact of the OBBBA on future periods. Non-U.S. tax holidays reduce tax rates in certain jurisdictions. Approximately 60 percent of the tax holidays expire over the next two years, with the remainder expiring by 2038. 60
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Following are changes in unrecognized tax benefits before considering recoverability of any cross-jurisdictional tax credits (U.S. federal, state and non-U.S.) and temporary differences. The amount of unrecognized tax benefits is not expected to change significantly in the next 12 months. 2024 2025 Unrecognized tax benefits, beginning $ 235 291 Additions for current year tax positions 59 24 Additions for prior year tax positions 18 12 Reductions for prior year tax positions (22) (26) Acquisitions and divestitures 13 — Reductions for settlements with tax authorities (7) (8) Reductions for expiration of statutes of limitations (5) (5) Unrecognized tax benefits, ending $ 291 288 If none of the unrecognized tax benefits shown is ultimately paid, the tax provision and the calculation of the effective tax rate would be favorably impacted by $245, which is net of cross-jurisdictional tax credits and temporary differences. The Company accrues interest and penalties related to income taxes in income tax expense. Total expense recognized was $6, $6 and $1 in 2025, 2024 and 2023, respectively. As of September 30, 2025 and 2024, total accrued interest and penalties were $46 and $27, respectively. The U.S. is the major jurisdiction for which the Company files income tax returns. Examinations for U.S. federal are complete through 2019. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates. The principal items that gave rise to deferred income tax assets and liabilities follow: 2024 2025 Deferred tax assets: Net operating losses, capital losses and tax credits $ 283 276 Accrued liabilities 149 149 Postretirement and postemployment benefits 17 13 Employee compensation and benefits 121 122 Other 176 249 Total $ 746 809 Valuation allowances $ (256) (251) Deferred tax liabilities: Intangibles $ (2,161) (1,871) Pensions (193) (195) Property, plant and equipment (121) (149) Undistributed non-U.S. earnings (36) (34) Other (53) (51) Total $ (2,564) (2,300) Net deferred income tax liability $ (2,074) (1,742) Total income taxes paid were approximately $1,440, $950 and $3,310 in 2025, 2024 and 2023, respectively. Total taxes paid related to the sale of the Company's 40 percent noncontrolling common equity interest in Copeland were approximately $0.6 billion in 2025, while taxes related to the Copeland transaction in 2023 were $2.3 billion. See Notes 5 and 8. Approximately half of the $276 of net operating losses can be carried forward indefinitely, while most of the remainder expire over the next 5 years. 61
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(17) STOCK-BASED COMPENSATION The Company's stock-based compensation plans include performance shares, restricted stock, restricted stock units, and stock options. Although the Company has discretion, shares distributed under these plans are issued from treasury stock. In fiscal 2022, the Company changed the terms of its annual performance share awards that were issued in the first quarter. The terms meet the criteria for equity classification in accordance with ASC 718, Compensation - Stock Compensation, and therefore expense is recognized on a fixed basis over the three-year performance period. Prior to Emerson's purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company in March 2025, AspenTech had stock-based compensation plans that were settled in its own stock. These plans consisted of performance shares, restricted stock units and stock options. Upon completion of the transaction, each award of performance shares and restricted stock units that were outstanding and unvested were assumed by Emerson and converted into Emerson time-based restricted stock units, but otherwise subject to the same terms and conditions (including vesting and payment schedule). The Company also paid $76 to settle AspenTech stock options that were outstanding prior to the transaction closing. As a result of the Company's acquisition of NI in 2024, outstanding NI restricted stock units and performance stock units were assumed by Emerson and converted at the time of the acquisition into Emerson time-based restricted stock units, but otherwise subject to the same terms and conditions (including vesting and payment schedule) as the awards originally issued by NI. Total compensation expense and income tax benefits for Emerson and AspenTech stock options and incentive shares follows. 2023 2024 2025 Performance shares $ 165 90 94 Restricted stock and restricted stock units 24 115 147 AspenTech stock-based compensation plans 82 55 24 Total stock compensation expense 271 260 265 Less: discontinued operations 21 — 2 Stock compensation expense from continuing operations $ 250 260 263 Income tax benefits recognized $ 28 32 35 Stock compensation expense for 2025 includes $35 of integration-related stock compensation expense attributable to AspenTech (of which $22 was reported as restructuring costs) and $12 attributable to NI (of which $3 was reported as restructuring costs). Stock compensation expense for 2024 includes $96 related to NI restricted stock units, which includes $58 of integration-related stock compensation expense (of which $43 was reported as restructuring costs). As of September 30, 2025, total unrecognized compensation expense related to unvested shares awarded under Emerson plans was $247, which is expected to be recognized over a weighted-average period of 1.2 years. Emerson Performance Shares, Restricted Stock and Restricted Stock Units The Company's incentive shares plans include performance shares awards which distribute the value of common stock to key management employees at the conclusion of a three-year period subject to certain operating performance conditions and other terms and restrictions. Dividend equivalents are only paid on earned awards after the performance period has concluded. Compensation expense for performance shares is recognized over the service period based on the number of shares ultimately expected to be earned. 62
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Information related to performance share payouts for the years ended September 30, 2024 and 2025 follows (shares in thousands): 2024 2025 Performance period 2021 - 2023 2022 - 2024 Percent payout 118 % 118 % Total shares earned 1,733 1,084 Shares distributed in cash, primarily for tax withholding 755 450 As of September 30, 2025, approximately 919,000 shares awarded primarily in 2023 were outstanding, contingent on the Company achieving its performance objectives through 2025. The objectives for these shares were met at the 115 percent level and the shares will be distributed in early fiscal 2026. Additionally, the rights to receive approximately 477,000 and 505,000 shares awarded in 2025 and 2024, respectively, are outstanding and contingent upon the Company achieving its performance objectives through 2027 and 2026, respectively. Incentive shares plans also include restricted stock awards and restricted stock units. Restricted stock awards involve distribution of common stock to key management employees subject to cliff vesting at the end of service periods ranging from three to ten years while restricted stock units granted to employees generally vest over a three-year period. The fair value of restricted stock awards and restricted stock units is determined based on the average of the high and low market prices of the Company's common stock on the date of grant, with compensation expense recognized ratably over the applicable vesting period. In 2025, approximately 56,000 shares of restricted stock and approximately 1,317,000 restricted stock units vested as a result of participants fulfilling the applicable service requirements. Consequently, approximately 33,000 shares and 1,001,000 units were issued while 23,000 shares and 316,000 units were withheld for income taxes in accordance with minimum withholding requirements. As of September 30, 2025, there were approximately 2,976,000 shares of unvested restricted stock and restricted stock units outstanding. In addition to the employee stock option and incentive share plans, in 2025 the Company awarded approximately 15,000 restricted stock units under the restricted stock plan for non-management directors. As of September 30, 2025, approximately 25,000 shares were available for issuance under this plan. As of September 30, 2025, 15.7 million shares remained available for award under incentive shares plans. Changes in shares outstanding but not yet earned under incentive shares plans during the year ended September 30, 2025 follow (shares in thousands; assumes 100 percent payout of unvested awards): Shares Average Grant DateFair Value Per Share Beginning of year 4,634 $ 91.46 Granted 1,690 $ 109.21 Assumed 1,097 $ 114.57 Earned/vested (2,291) $ 96.41 Canceled (253) $ 105.99 End of year 4,877 $ 98.52 Information related to Emerson incentive shares plans follows: 2023 2024 2025 Total fair value of shares earned/vested $ 158 284 256 Share awards distributed in cash, primarily for tax withholding $ 73 81 59 63
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Emerson Stock Options There were no stock option grants in 2025, 2024 and 2023. Previously awarded stock options allow key officers and employees to purchase common stock at specified prices, which are equal to 100 percent of the closing market price of the Company's stock on the date of grant. Options generally vest one-third in each of the three years subsequent to grant and expire 10 years from the date of grant. Changes in shares subject to options during the year ended September 30, 2025 follow (shares in thousands): Weighted-AverageExercise PricePer Share Shares TotalIntrinsic Value ofShares AverageRemainingLife (Years) Beginning of year $ 51.71 288 Options exercised $ 50.45 (189) Options canceled $ 46.92 (1) End of year $ 54.16 98 $ 7 1.0 Exercisable at end of year $ 54.16 98 $ 7 1.0 Information related to Emerson stock options follows: 2023 2024 2025 Cash received for option exercises $ 49 14 9 Intrinsic value of options exercised $ 27 15 14 Tax benefits related to option exercises $ 4 5 3 (18) COMMON AND PREFERRED STOCK At September 30, 2025, 21.6 million shares of common stock were reserved for issuance under the Company's stock-based compensation plans. During 2025, 9.3 million common shares were purchased and 1.9 million treasury shares were reissued. In 2024, 4.4 million common shares were purchased and 2.6 million treasury shares were reissued. At September 30, 2025 and 2024, the Company had 5.4 million shares of $2.50 par value preferred stock authorized, with none issued. 64
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(19) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Activity in Accumulated other comprehensive income (loss) is shown below, net of income taxes: Foreign currency translation 2023 2024 2025 Beginning balance $ (1,265) (1,012) (616) Other comprehensive income (loss), net of tax of $26, $17 and $42, respectively 158 356 48 Purchase of noncontrolling interest — — 3 Reclassification to loss on divestiture of business 95 23 — Reclassification to gain on sale of equity interest — 17 — Ending balance (1,012) (616) (565) Pension and postretirement Beginning balance (222) (247) (245) Actuarial gains (losses) deferred during the period, net of taxes of $0, $(14) and $11,respectively 4 45 (36) Amortization of deferred actuarial losses into earnings, net of tax of $17, $12 and $(4),respectively (51) (43) 12 Reclassified to gain on sale of business 22 — — Ending balance (247) (245) (269) Cash flow hedges Beginning balance 2 6 (7) Gains deferred during the period, net of taxes of $(11), $1 and $(7),respectively 37 (5) 25 Reclassifications of realized (gains) losses to sales and cost of sales, net of tax of $4,$2 and $1, respectively (14) (8) (5) Reclassified to gain on sale of business (19) — — Ending balance 6 (7) 13 Accumulated other comprehensive income (loss) $ (1,253) (868) (821) (20) BUSINESS SEGMENTS INFORMATION As disclosed in Note 4, on March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company. As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company. AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership. AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented. Prior year amounts have been reclassified to conform to the current year presentation. In 2024, the Company completed the acquisition of NI on October 11, 2023. NI is now referred to as Test & Measurement and reported as a segment in the Software and Control business group. INTELLIGENT DEVICES SOFTWARE AND CONTROL • Final Control • Control Systems & Software • Measurement & Analytical • Test & Measurement • Discrete Automation • Safety & Productivity The Final Control segment is a leading global provider of control valves, isolation valves, shutoff valves, pressure relief valves, pressure safety valves, actuators, and regulators for process and hybrid industries. These solutions respond to commands from a control system to continuously and precisely control and regulate the flow of liquids or gases to achieve safe operation along with reliability, sustainability and optimized performance. 65
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The Measurement & Analytical segment is a leading supplier of intelligent instrumentation measuring the physical properties of liquids or gases, such as pressure, temperature, level, flow, acoustics, corrosion, pH, conductivity, water quality, toxic gases, and flame. These devices transfer data and asset management information to control systems and automation software, allowing process and hybrid industry operators to make educated decisions regarding production, reliability, sustainability and safety. The Discrete Automation segment includes solenoid valves, pneumatic valves, valve position indicators, pneumatic cylinders and actuators, air preparation equipment, pressure and temperature switches, electric linear motion solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries. The Safety & Productivity segment delivers tools for professionals and homeowners that support infrastructure, promote safety and enhance productivity. Pipe-working tools include pipe wrenches and cutters, pipe threading and roll grooving equipment, battery hydraulic tools for press connections, drain cleaners and diagnostic systems, including sewer inspection cameras and locating equipment. Electrical tools include conduit benders and cable pulling equipment, battery hydraulic tools for cutting and crimping electrical cable, and hole-making equipment. Other professional tools include water jetters, wet-dry vacuums, commercial vacuums and hand tools. The Control Systems & Software segment provides control systems and software that control plant processes by collecting and analyzing information from measurement devices in the plant. These technologies determine optimal settings with software based on a customer's specific algorithms and use that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality, process efficiency, sustainability and safety. These solutions include distributed control systems, safety instrumented systems, SCADA systems, application software, digital twins, asset performance management and cybersecurity. Control Systems & Software solutions are predominantly used by process and hybrid manufacturers. This segment also includes the AspenTech business, which is a global leader in asset optimization software that enables industrial manufacturers to design, operate and maintain their operations for maximum performance. AspenTech combines decades of modeling, simulation and optimization capabilities with industrial operations expertise and applies advanced analytics to improve the profitability and sustainability of production assets. The purpose-built software drives value for customers by improving operational efficiency and maximizing productivity, reducing unplanned downtime and safety risks, and minimizing energy consumption and emissions. The Test & Measurement segment provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost. The Test & Measurement business spans the full range of customer needs including modular instrumentation, data acquisition and control solutions, and general-purpose development software. The principal distribution method for each segment is direct sales forces, although the Company also uses independent sales representatives and distributors. Due to its global presence, certain of the Company's international operations are subject to risks including the stability of governments and business conditions in foreign countries which could result in adverse changes in exchange rates, changes in regulations or disruption of operations. The primary income measure used for assessing segment performance and making operating decisions is earnings before interest and income taxes. In the statements below, Other deductions is largely comprised of restructuring, intangibles amortization and foreign currency transaction (gains) losses. Certain expenses are reported at Corporate, including stock compensation expense and a portion of pension and postretirement benefit costs. Corporate and other includes unallocated corporate expenses, acquisition/divestiture costs, first year acquisition accounting charges (which include fair value adjustments related to inventory, backlog and deferred revenue) and other items. Corporate assets are primarily comprised of cash and cash equivalents, investments, certain fixed assets and assets held-for-sale. Summarized below is information about the Company's operations by business segment and by geography. The chief operating decision maker ("CODM") is the Company's President and Chief Executive Officer. The CODM regularly reviews the financial information presented below, including against forecasted results, to assess each segment's operating performance and to make resource allocation decisions. 66
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The following tables present the financial results for each segment. 2023 FinalControl Measurement& Analytical DiscreteAutomation Safety &Productivity IntelligentDevices ControlSystems&Software Test &Measurement Software&Control Net Sales $ 3,970 3,595 2,635 1,388 11,588 3,648 — 3,648 Cost of sales 2,177 1,648 1,387 795 6,007 1,818 — 1,818 Selling, general andadministrativeexpenses 829 972 680 269 2,750 1,058 — 1,058 Other deductions, net 99 39 59 18 215 350 — 350 Earnings (Loss) $ 865 936 509 306 2,616 422 — 422 2024 FinalControl Measurement& Analytical DiscreteAutomation Safety &Productivity IntelligentDevices ControlSystems&Software Test &Measurement Software&Control Net Sales $ 4,204 4,061 2,506 1,390 12,161 3,935 1,464 5,399 Cost of sales 2,246 1,799 1,334 796 6,175 1,883 387 2,270 Selling, general andadministrativeexpenses 862 1,097 640 265 2,864 1,118 723 1,841 Other deductions, net 119 109 66 21 315 362 644 1,006 Earnings (Loss) $ 977 1,056 466 308 2,807 572 (290) 282 2025 FinalControl Measurement& Analytical DiscreteAutomation Safety &Productivity IntelligentDevices ControlSystems&Software Test &Measurement Software&Control Net Sales $ 4,380 4,143 2,521 1,356 12,400 4,205 1,486 5,691 Cost of sales 2,323 1,843 1,340 773 6,279 1,917 381 2,298 Selling, general andadministrativeexpenses 869 1,101 645 264 2,879 1,073 734 1,807 Other deductions, net 107 87 67 28 289 320 439 759 Earnings (Loss) $ 1,081 1,112 469 291 2,953 895 (68) 827 67
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The following table reconciles the total segment results from the tables above to the Company's consolidated results. Sales Earnings (Loss) 2023 2024 2025 2023 2024 2025 Segment Totals $ 15,236 17,560 18,091 $ 3,038 3,089 3,780 Corporate items: Stock compensation (250) (260) (263) Unallocated pension and postretirement costs 171 144 109 Corporate and other (224) (664) (455) Loss on Copeland note receivable — (279) — Gain on subordinated interest 161 79 — Eliminations/Interest (71) (68) (75) (34) (175) (237) Interest income from related party 41 86 — Total $ 15,165 17,492 18,016 $ 2,903 2,020 2,934 In 2025, stock compensation included $35 of integration-related stock compensation expense attributable to AspenTech (of which $22 was reported as restructuring costs) and $12 attributable to NI (of which $3 was reported as restructuring costs). In 2024, stock compensation included $58 of integration-related stock compensation expense attributable to NI (of which $43 was reported as restructuring costs). Corporate and other for 2025, 2024 and 2023, respectively, includes acquisition/divestiture fees and related costs of $255 ($42 of which is reported in operating profit; amounts primarily relate to AspenTech), $205 ($109 of which is reported in operating profit), and $84 ($15 of which is reported in operating profit). Additionally, in 2024, Corporate and other includes acquisition-related inventory step-up amortization of $231 and divestiture losses totaling $48, while 2023 includes a loss of $47 related to the Company's exit of business operations in Russia. Corporate and other in 2023 also included a mark-to-market gain of $24 related to foreign currency forward contracts entered into by AspenTech and a mark-to-market gain of $56 related to the Company's equity investment in National Instruments Corporation (see Note 6). Total Assets Depreciationand Amortization CapitalExpenditures 2023 2024 2025 2023 2024 2025 2023 2024 2025 Final Control $ 5,614 5,706 5,889 $ 170 159 161 $ 93 93 102 Measurement & Analytical 3,976 4,122 4,253 121 138 140 93 84 107 Discrete Automation 2,493 2,470 2,569 84 87 87 56 61 61 Safety & Productivity 1,238 1,228 1,273 57 58 60 35 46 46 Intelligent Devices 13,321 13,526 13,984 432 442 448 277 284 316 Control Systems & Software 16,199 15,903 15,758 582 594 550 39 46 51 Test & Measurement — 9,210 8,809 — 607 476 — 27 29 Software and Control 16,199 25,113 24,567 582 1,201 1,026 39 73 80 Corporate and other (includesassets held-for-sale) 13,226 5,607 3,413 37 46 44 47 62 35 Total $42,746 44,246 41,964 $ 1,051 1,689 1,518 $ 363 419 431 Depreciation and amortization includes intellectual property, customer relationships and capitalized software. 68
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Geographic Information Sales by major geographic destination are summarized below: 2023 2024 Americas AMEA Europe Total Americas AMEA Europe Total Final Control $ 1,949 1,481 540 3,970 $ 2,010 1,647 547 4,204 Measurement & Analytical 1,847 1,222 526 3,595 2,046 1,382 633 4,061 Discrete Automation 1,234 720 681 2,635 1,178 646 682 2,506 Safety & Productivity 1,049 70 269 1,388 1,048 73 269 1,390 Intelligent Devices 6,079 3,493 2,016 11,588 6,282 3,748 2,131 12,161 Control Systems & Software 1,729 1,104 815 3,648 1,862 1,181 892 3,935 Test & Measurement — — — — 654 389 421 1,464 Software and Control 1,729 1,104 815 3,648 2,516 1,570 1,313 5,399 Total $ 7,808 4,597 2,831 15,236 $ 8,798 5,318 3,444 17,560 2025 Americas AMEA Europe Total Final Control $ 2,164 1,662 555 4,381 Measurement & Analytical 2,052 1,461 631 4,144 Discrete Automation 1,218 630 672 2,520 Safety & Productivity 1,042 67 246 1,355 Intelligent Devices 6,476 3,820 2,104 12,400 Control Systems & Software 2,042 1,238 925 4,205 Test & Measurement 696 391 399 1,486 Software and Control 2,738 1,629 1,324 5,691 Total $ 9,214 5,449 3,428 18,091 Sales in the U.S. were $7,481, $7,091 and $6,327 for 2025, 2024 and 2023, respectively, while Asia, Middle East & Africa includes sales in China of $1,829, $1,901 and $1,804 in those years. Property, Plant and Equipment 2023 2024 2025 Americas $ 1,442 1,672 1,717 Asia, Middle East & Africa 428 542 601 Europe 493 593 553 Total $ 2,363 2,807 2,871 Property, plant and equipment located in the U.S. was $1,498 in 2025, $1,474 in 2024 and $1,261 in 2023. (21) OTHER FINANCIAL DATA Items reported in earnings from continuing operations during the years ended September 30 included the following: 2023 2024 2025 Research and development expense $ 523 781 771 Rent expense $ 210 245 232 69
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The components of depreciation and amortization expense reported for the years ended September 30 included the following: 2023 2024 2025 Depreciation expense $ 287 323 344 Amortization of intangibles (includes $196, $197 and $199 reported in Cost of Sales in2023, 2024 and 2025, respectively) (a) 678 1,274 1,083 Amortization of capitalized software 86 92 91 Total $ 1,051 1,689 1,518 (a) Amortization of intangibles includes $425 and $560 related to the NI acquisition in 2025 and 2024, respectively. Items reported in other noncurrent assets included the following: 2024 2025 Pension assets $ 1,194 1,229 Operating lease right-of-use assets $ 692 637 Unbilled receivables (contract assets) $ 519 621 Deferred income taxes $ 64 79 Asbestos-related insurance receivables $ 37 55 Items reported in accrued expenses included the following: 2024 2025 Customer advances (contract liabilities) $ 1,043 1,031 Employee compensation $ 706 740 Income taxes $ 587 130 Operating lease liabilities (current) $ 158 138 Product warranty $ 82 90 Other liabilities are summarized as follows: 2024 2025 Deferred income taxes $ 2,138 1,822 Pension and postretirement liabilities 466 467 Operating lease liabilities (noncurrent) 511 505 Asbestos litigation 151 131 Other 574 625 Total $ 3,840 3,550 70
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(22) QUARTERLY FINANCIAL INFORMATION (UNAUDITED) FirstQuarter Second Quarter ThirdQuarter Fourth Quarter FullYear 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 Net sales $ 4,117 4,175 4,376 4,432 4,380 4,553 4,619 4,855 17,492 18,016 Gross profit $ 1,916 2,235 2,284 2,371 2,314 2,393 2,371 2,520 8,885 9,519 Earnings from continuingoperations common stockholders$ 169 585 547 485 344 580 558 636 1,618 2,285 Net earnings commonstockholders $ 142 585 501 485 329 586 996 637 1,968 2,293 Earnings per common share fromcontinuing operations: Basic $ 0.30 1.03 0.96 0.86 0.60 1.03 0.98 1.13 2.83 4.05 Diluted $ 0.29 1.02 0.95 0.86 0.60 1.03 0.97 1.12 2.82 4.03 Net earnings per common share: Basic $ 0.25 1.03 0.88 0.86 0.58 1.04 1.74 1.13 3.44 4.06 Diluted $ 0.25 1.02 0.87 0.86 0.57 1.04 1.73 1.12 3.43 4.04 Dividends per common share$ 0.525 0.5275 0.525 0.5275 0.525 0.5275 0.525 0.5275 2.10 2.11 Earnings per share are computed independently each period; as a result, the quarterly amounts may not sum to the calculated annual figure. Emerson Electric Co. common stock (symbol EMR) is listed on the New York Stock Exchange and NYSE Texas. 71
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Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Emerson Electric Co.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Emerson Electric Co. and subsidiaries (the Company) as of September 30, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended September 30, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable 72
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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sufficiency of Audit Evidence over Net Sales As discussed in Notes 1, 2 and 20 to the Company’s consolidated financial statements, and disclosed in the consolidated statements of earnings, the Company recorded $18.0 billion of net sales in 2025. We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Net sales are recognized primarily from the sale of tangible products from hundreds of Company locations around the world. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the geographical dispersion of the Company’s net sales generating activities. This included determining the Company locations at which procedures were performed and the supervision and review of procedures performed at those locations. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we: • evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of amounts. • assessed the recorded net sales for certain locations by selecting a sample of transactions and compared the amounts recognized to underlying documentation, including contracts with customers and shipping documentation. • assessed the recorded net sales for certain locations by performing a software-assisted data analysis to test relationships among certain revenue transactions. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence. /s/KPMG LLP We or our predecessor firms have served as the Company’s auditor since 1938. St. Louis, Missouri November 10, 2025 73
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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A - CONTROLS AND PROCEDURES The Company maintains a system of disclosure controls and procedures which is designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including the Company’s certifying officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance of achieving these objectives. Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports. There was no change in the Company's internal control over financial reporting during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Management’s report on internal control over financial reporting, and the related report of the Company’s auditor, KPMG LLP, an independent registered public accounting firm, set forth in Item 7 and Item 8, respectively, of this Annual Report on Form 10-K, are hereby incorporated by reference. ITEM 9B - OTHER INFORMATION During the three-month period ended September 30, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement. ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding nominees and directors appearing under "Proxy Item No. 1: Election of Directors" in the Emerson Electric Co. Notice of Annual Meeting of Shareholders and Proxy Statement for the February 2026 annual shareholders' meeting (the "2026 Proxy Statement") is hereby incorporated by reference. Information regarding executive officers is set forth in Part I of this report. Information regarding the Audit Committee and Audit Committee Financial Expert appearing under "Board and Committee Operations—Board and Corporate Governance— Committees of Our Board of Directors," "Board and Committee Operations—Corporate Governance and Nominating Committee—Nomination Process" and "— Proxy Access" in the 2026 Proxy Statement is hereby incorporated by reference. The Company has adopted a Code of Ethics that applies to the Company's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer; has posted such Code of Ethics on its website; and intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on its website. The Company has adopted Charters for its Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee and a Code of Business Ethics for directors, officers and employees, which are available on its website and in print to any stockholder who requests them. The Company has also adopted Corporate Governance Principles and Practices, which are available on its website and in print to any stockholder who requests them. The Corporate Governance section of the Company's website may be accessed as follows: www.Emerson.com, Investors, Corporate Governance. Information appearing under "Delinquent Section 16(a) Reports" and “Executive Compensation—Compensation Discussion and Analysis—Policies Supporting Our Fundamental Principles” in the 2025 Proxy Statement is hereby incorporated by reference. 74
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ITEM 11 - EXECUTIVE COMPENSATION Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation Tables" (other than "Pay vs. Performance"), "Board and Committee Operations—Corporate Governance and Nominating Committee—Director Compensation," "Board and Committee Operations—Compensation Committee" (including, but not limited to, the information set forth under "Role of Executive Officers and the Compensation Consultant," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation") in the 2026 Proxy Statement is hereby incorporated by reference. The information contained in the "Compensation Committee Report” shall not be deemed to be filed with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), except to the extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information regarding beneficial ownership of shares by nominees and continuing directors, named executive officers, five percent beneficial owners, and by all directors and executive officers as a group appearing under "Ownership of Emerson Equity Securities" in the 2026 Proxy Statement is hereby incorporated by reference. The following table sets forth aggregate information regarding the Company’s equity compensation plans as of September 30, 2025: Number of Securitiesto be Issued uponExercise ofOutstanding Options,Warrants and Rights Weighted-AverageExercise Price ofOutstandingOptions, Warrantsand Rights Number of SecuritiesRemaining Available forFuture Issuance underEquity CompensationPlans (ExcludingSecurities Reflected inColumn (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders (1) 5,892,000 $54.16 15,703,000 Equity compensation plans not approved by security holders — — — Total 5,892,000 $54.16 15,703,000 (1) Includes the Stock Option and Incentive Shares Plans previously approved by the Company's security holders. Shares included in column (a) assume the maximum payouts, where applicable, and are as follows: (i) 98,000 shares reserved for outstanding stock option awards, (ii) 954,000 shares reserved for performance share awards granted in 2025, (iii) 1,010,000 shares reserved for performance share awards granted in 2024, (iv) 1,333,000 shares reserved for performance share awards granted in 2023 and (v) 2,497,000 shares reserved for outstanding restricted stock unit awards. As provided by the Company’s Incentive Shares Plans, performance shares awards represent a commitment to issue such shares without cash payment by the employee, contingent upon achievement of the performance objectives and continued service by the employee. The table above includes 338,000 shares outstanding as of September 30, 2025 relating to restricted stock units and performance stock units which were originally issued by National Instruments Corporation and assumed by Emerson and converted into Emerson time-based restricted stock units in connection with the acquisition of National Instruments Corporation in early fiscal 2024. The table above also includes 503,000 shares outstanding as of September 30, 2025 relating to restricted stock units and performance stock units which were originally issued by AspenTech and assumed by Emerson and converted into Emerson time-based restricted stock units in connection with the March 2025 acquisition of AspenTech. The price in column (b) represents the weighted-average exercise price for outstanding options. Included in column (c) are shares remaining available for award under previously approved plans as follows: (i) 15,307,000 75
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under the 2024 Incentive Shares Plan, (ii) 124,000 under the 2015 Incentive Shares Plan, (iii) 247,000 under the 2006 Incentive Shares Plan,and (iv) 25,000 under the Restricted Stock Plan for Non-Management Directors. Information regarding stock option plans and incentive shares plans is set forth in Note 17. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information appearing under “Board and Committee Operations—Board and Corporate Governance—Review, Approval or Ratification of Transactions with Related Persons," "—Certain Business Relationships and Related Party Transactions" and "—Director Independence" in the 2026 Proxy Statement is hereby incorporated by reference. ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES Information appearing under "Board and Committee Operations—Audit Committee—Fees Paid to KPMG LLP" in the 2026 Proxy Statement is hereby incorporated by reference. PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES A) Documents filed as a part of this report: 1. The consolidated financial statements and accompanying notes of the Company and subsidiaries and the report thereon of KPMG LLP set forth in Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules - All schedules are omitted because they are not required, not applicable or the required information is provided in the financial statements or notes thereto contained in this Annual Report on Form 10-K. 3. Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K). 2(a)** Transaction Agreement and Plan of Merger, dated as of October 10, 2021, among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide, Inc., Emersub CX, Inc. and Emersub CXI, Inc., incorporated by reference to the Company’s Form 8-K, filed on October 12, 2021, File No. 1-278, Exhibit 2.1. 2(b) Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of March 23, 2022, among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide Inc., Emersub CX, Inc. and Emersub CXI, Inc., incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2022, filed on May 4, 2022, File No. 1-278, Exhibit 2(b). 2(c)** Amendment No. 2 to the Transaction Agreement and Plan of Merger, dated as of May 3, 2022, among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide Inc., Emersub CX, Inc. and Emersub CXI, Inc., incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2022, filed on May 4, 2022, File No. 1-278, Exhibit 2(c). 2(d)** Transaction Agreement, dated as of October 30, 2022, among Emerson Electric Co., BCP Emerald Aggregator L.P., Emerald Debt Merger Sub L.L.C and Emerald JV Holdings L.P, incorporated by reference to Emerson Electric Co. Form 8-K, filed on October 31, 2022, File No. 1-278, Exhibit 2.1. 2(e)** Agreement and Plan of Merger, dated as of April 12, 2023, among Emerson Electric Co., Emersub CXIV, Inc.,and National Instruments Corporation*, incorporated by reference to the Company’s Form 8-K, filed on April 12, 2023, File No. 1-278, Exhibit 2.1. 2(f)** Note Purchase Agreement, dated as of June 6, 2024, among Emerson Electric Co., EMR Holdings, Inc.,Emerald JV Holdings L.P., and EMRLD Seller Notes Issuer LP, incorporated by reference to the Company’sForm 8-K filed on June 6, 2024, File No. 1-278, Exhibit 2.1. 76
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2(g)** Unit Purchase Agreement, dated as of June 6, 2024, among Emersub 21 LLC, Emersub 22 LLC, HumboldtHermetic Motor Corp., Emersub XLVI, Inc., BCP Emerald Aggregator L.P., Emerald JV Holdings L.P., andEmerald JV Holdings G.P. LLC, incorporated by reference to the Company’s Form 8-K filed on June 6, 2024,File No. 1-278, Exhibit 2.2. 2(h)** Agreement and Plan of Merger, dated January 26, 2025, by and among Emerson Electric Co., AspenTechnology, Inc. and Emersub CXV, Inc., incorporated by reference to the Company’s Form 8-K filed onJanuary 27, 2025, File No. 1-278, Exhibit 2.1. 2(i) Letter Agreement, dated as of March 7, 2025, among Emerson Electric Co., Aspen Technology, Inc. andEmersub CXV, Inc., incorporated by reference to the Company’s Form 8-K filed on March 10, 2025, File No.1-278, Exhibit 2.1 3(a) Restated Articles of Incorporation of Emerson Electric Co., incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2001, File No. 1-278, Exhibit 3(a); Termination of Designated Shares of Stock and Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock, incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit 3(a); Amendment to the Company’s Restated Articles of Incorporation, incorporated by reference to the Company’s Form 8-K filed on February 14, 2025, File No. 1-278, Exhibit 3.1 3(b) Bylaws of Emerson Electric Co., as amended through May 4, 2021, incorporated by reference to the Company's Form 8-K dated May 4, 2021, filed on May 4, 2021, File No. 1-278, Exhibit 3.1. 4(a) Indenture dated as of December 10, 1998, between Emerson Electric Co. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as the Bank of New York)), as trustee, incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit 4(b), ***Form of 2.000% Notes due 2028, incorporated by reference to Emerson Electric Co. Form 8-K, filed on December 21, 2021, File No. 1-278, Exhibit 4.2, ***Form of 2.200% Notes due 2031, incorporated by reference to Emerson Electric Co. Form 8-K, filed on December 21, 2021, File No. 1-278, Exhibit 4.3, ***Form of 2.800% Notes due 2051, incorporated by reference to Emerson Electric Co. Form 8-K, filed on December 21, 2021, File No. 1-278, Exhibit 4.4. 4(b) Agreement of Resignation, Appointment and Acceptance dated as of April 26, 2019 by and among Emerson Electric Co., Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning trustee, incorporated by reference to the Company's Form 8-K dated May 15, 2019, filed on May 17, 2019, File No. 1- 278, Exhibit 4.4. 4(c) Description of Capital Stock incorporated by reference to Emerson Electric Co., 2020 Form 10-K, File No. 1- 278, Exhibit 4(c). 4(d) Description of 2.000% Notes due 2029, 3.000% Notes due 2031 and 3.500% Notes due 2037, filed herewith. No other long-term debt instruments are filed since the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of Emerson Electric Co. and its subsidiaries on a consolidated basis. Emerson Electric Co. agrees to furnish a copy of such instruments to the SEC upon request. 10(a)* Amended and Restated Emerson Electric Co. Continuing Compensation Plan for Non-Management Directors, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(c). 10(b)* Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Form, Initial Notice of Election and Notice of Election Change, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(d). 77
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10(c)* First Amendment to the Emerson Electric Co. Supplemental Executive Retirement Plan, incorporated by reference to Emerson Electric Co. 1999 Form 10-K, File No. 1-278, Exhibit 10(h), and Form of Change of Control Election, incorporated by reference to Emerson Electric Co. Form 8-K dated October 1, 2004, Exhibit 10.9 (applicable only with respect to benefits vested as of December 31, 2004). 10(d)* Amended and Restated Emerson Electric Co. Pension Restoration Plan dated October 6, 2015, incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(e); Forms of Participation Award Letter, Acceptance of Award and Benefit Election Forms (applicable only with respect to benefits after January 1, 2005), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(f); and Lump Sum Distribution Election Forms. 10(e)* Fifth Amendment to the Supplemental Executive Savings Investment Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 1999, File No. 1-278, Exhibit 10(j), and Form of Participation Agreement and Form of Annual Election, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.8 (applicable only with respect to benefits vested as of December 31, 2004). 10(f)* Amended and Restated Emerson Electric Co. Savings Investment Restoration Plan and Forms of Participation Agreement, Annual Election Form and Payment Election Form (applicable only with respect to benefits after January 1, 2005), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(h), First Amendment to Emerson Electric Co. Savings Investment Restoration Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2008, File No. 1-278, Exhibit 10.1 and Second Amendment to the Emerson Electric Co. Savings Investment Restoration Plan, incorporated by reference to Emerson Electric Co., Form 10-Q for the quarter ended March 31, 2020, File No. 1-278, Exhibit 10.2. 10(g)* Amended and Restated Emerson Electric Co. Annual Incentive Plan and Form of Acceptance of Award, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(i). 10(h)* Emerson Electric Co. Description of Split Dollar Life Insurance Program Transition, incorporated by reference to Emerson Electric Co. Form 8-K filed September 2, 2005, Exhibit 10.1. 10(i)* Amended and Restated Restricted Stock Plan for Non-Management Directors, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009, File No. 1-278, Exhibit 10.1, Form of Restricted Stock Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non- Management Directors, incorporated by reference to Emerson Electric Co. Form 8-K filed February 1, 2005, Exhibit 10.2, and Form of Restricted Stock Unit Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009, File No. 1-278, Exhibit 10.1. 10(j)* Description of Non-Management Director Compensation, incorporated by reference to Emerson Electric Co. Form 10-K filed November 20, 2017, Exhibit 10(n). 10(k)* Description of Named Executive Officer Compensation, incorporated by reference to Emerson Electric Co. Form 10-K filed November 20, 2017, Exhibit 10(o). 10(l)* Emerson Electric Co. 2006 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 2006Proxy Statement dated December 16, 2005, Appendix C, Amendment for 409A Compliance, incorporated byreference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), Forms of PerformanceShares Award Certificate and Acceptance of Award (used on or prior to September 30, 2009) and Restricted Shares Award Agreement (used on or prior to September 30, 2011), incorporated by reference to EmersonElectric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), Amendment to Emerson Electric Co. 2006Incentive Shares Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter endedJune 30, 2008, File No. 1-278, Exhibit 10.1, Forms of Performance Shares Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary, incorporated by reference to EmersonElectric Co. Form 10-Q for the quarter ended December 31, 2009 (used after September 30, 2009 78
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and on or prior to September 30, 2011), File No. 1-278, Exhibit 10.2, Forms of Performance Shares AwardCertificate and Acceptance of Award, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.3 (used after September 30, 2011), and Form ofRestricted Shares Award Agreement, incorporated by reference to Emerson Electric Co. Form 10-Q for thequarter ended December 31, 2011, File No. 1-278, Exhibit 10.4 (used after September 30, 2011). SecondAmendment to the Emerson Electric Co. 2006 Incentive Shares Plan, incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2023, File No. 1-278, Exhibit 10.2 10(m) Credit Agreement dated as of February 17, 2023, incorporated by reference to the Company’s Form 8-K, filedon February 21, 2023, File No. 1-278, Exhibit 10.1. 10(n)* 2011 Stock Option Plan, incorporated by reference to Emerson Electric Co. 2011 Proxy Statement dated December 10, 2010, File No. 1-278, Appendix B, 2011 Stock Option Plan as Amended and Restated effective October 1, 2012, incorporated by reference to Emerson Electric Co. 2012 Form 10-K, File No. 1-278, Exhibit 10(r), Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.1 and Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.2. 10(o)* Emerson Electric Co. 2015 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 2015 Proxy Statement dated December 12, 2014, Appendix B, Forms of Performance Shares Award Certificateand Acceptance of Award (used on or prior to November 5, 2018), Performance Shares Program AwardSummary (used on or prior to November 5, 2018) and Form of Restricted Shares Award Agreement (used onor prior to November 5, 2018), incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(u), Form of Restricted Shares Award Agreement (used after November 5, 2018),incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018,Exhibit 10.1, Form of Restricted Stock Units Program Acceptance of Award (used after November 5, 2018), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018,Exhibit 10.2 and Form of Performance Share Program Acceptance of Award (used after November 5, 2018),incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018,Exhibit 10.3., Form of Emerson Electric Co. Performance Shares Program Award Agreement (used after November 1, 2021), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter endedDecember 31, 2021, File No. 1-278, Exhibit 10.2 First Amendment to the Emerson Electric Co. 2015 IncentiveShares Plan, incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter endedDecember 31, 2023, File No. 1-278, Exhibit 10.3 Form of Performance Shares Program Acceptance Award Agreement (used after November 6, 2023), incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278, Exhibit 10(o), Form of Performance Shares Program Restricted Stock Units AwardAgreement (used after November 6, 2023), incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278, Exhibit 10(o). 10(p) Transaction Agreement dated as of July 29, 2016 among Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power Grp, LLC and Cortes NP JV Holdings, LLC, incorporated by reference to Emerson Electric Co. 2016 Form 10-K, File No. 1-278, Exhibit 10(w). 10(q)* Emerson Electric Co. Savings Investment Restoration Plan II, incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2018, File No. 1-278, Exhibit 10.1, Second Amendment to the Emerson Electric Co. Savings Investment Restoration Plan, incorporated by reference to Emerson Electric Co., Form 10-Q for the quarter ended March 31, 2020, File No. 1-278, Exhibit 10.2 and First Amendment to the Emerson Electric Co. Savings Investment Restoration Plan II, incorporated by reference to Emerson Electric Co., Form 10-Q for the quarter ended March 31, 2020, File No. 1-278, Exhibit 10.1. 10(r)* 364-Day Credit Agreement dated as of February 11, 2025, incorporated by reference to the Company's Form 8-K filed on February 14, 2025, File No. 1-278, Exhibit 10.1 79
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10(s)* Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of PaymentElection Forms, incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2022, File No. 1-278, Exhibit 10(a). 10(t)* Amended and Restated Restricted Stock Plan for Non-Management Directors and Form of Restricted StockUnit Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors,incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2022, File No. 1-278, Exhibit 10(b). 10(u)* Emerson Electric Co. Annual Cash Incentive Plan and Form of Acceptance of Award, incorporated byreference to the Company’s Form 10-Q, filed on February 8, 2023, File No. 1-278, Exhibit 10(c). 10(v)* Emerson Electric Co. 2024 Equity Incentive Plan, incorporated by reference to the Emerson Electric Co. 2024 Proxy Statement dated December 8, 2023, File No. 1-278, Appendix C. Form of Performance SharesProgram Acceptance Award Agreement (used after November 4, 2024), incorporated by reference toEmerson Electric Co. 2024 Form 10-K, File No. 1-278 Exhibit 10(x), Form of Performance Shares ProgramRestricted Stock Units Award Agreement (used after November 4, 2024), incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278 Exhibit 10(x), Form of Restricted Shares AwardAgreement (used after November 4, 2024), incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278 Exhibit 10(x) 10(w)* Emerson Defined Contribution Supplemental Executive Retirement Plan, incorporated by reference to theCompany's Form 8-K, filed on November 5, 2024, File No. 1-278, Exhibit 10.1, First Amendment to theEmerson Defined Contribution Supplemental Executive Retirement Plan, filed herewith. 10(x)* Emerson Electric Co. 2025 Employee Stock Purchase Plan, incorporated by reference to the Emerson Electric Co. 2025 Proxy Statement dated December 13, 2024, File No. 1-278, Appendix D 19 Insider Trading Policies and Procedures, filed herewith 21 Subsidiaries of Emerson Electric Co. 23 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney 31 Certifications pursuant to Exchange Act Rule 13a-14(a) 32 Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350 97 Incentive Compensation Recovery (Clawback) Policy, incorporated by reference to Emerson Electric Co. 2023 Form 10-K File No. 1-278, Exhibit 97 101.INS Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended September 30, 2023, 2024 and 2025, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, 2024, and 2025 (iii) Consolidated Balance Sheets at September 30, 2024 and 2025, (iv) Consolidated Statements of Equity for the years ended September 30, 2023, 2024 and 2025, (v) Consolidated Statements of Cash Flows for the years ended September 30, 2023, 2024 and 2025, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2025. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 80
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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Management contract or compensatory plan. ** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Emerson agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Portions of these exhibits have been redacted in compliance with Regulation S-K Item 601(b)(10). *** The Company entered into two global notes for each series of notes (Notes A-1 and A-2), which are identical other than with respect to the note number ITEM 16 - FORM 10-K SUMMARY Not applicable. 81
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMERSON ELECTRIC CO. By /s/ M. J. Baughman M. J. Baughman Executive Vice President, Chief Financial Officer and Chief Accounting Officer November 10, 2025 82
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November 10, 2025, by the following persons on behalf of the registrant and in the capacities indicated. Signature Title /s/ S. L. Karsanbhai President and Chief Executive Officer S. L. Karsanbhai /s/ M. J. Baughman Executive Vice President, Chief Financial Officer and ChiefAccounting Officer M. J. Baughman * Chair of the Board J. S. Turley * Director M. A. Blinn * Director J. B. Bolten * Director C. G. Butler * Director M. S. Craighead * Director G. A. Flach * Director L. M. Lee * Director M. S. Levatich * Director J. M. McKelvey * By /s/ M. J. Baughman M. J. Baughman Attorney-in-Fact 83
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Exhibit 4(d) DESCRIPTION OF THE REGISTRANT’S DEBT SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934 The following description of Emerson Electric Co’s 2.000% notes due 2029 (the “2029 Notes”), 3.000% notes due 2031 (the “2031 Notes”), and 3.500% notes due 2037 (the “2037 Notes” and together with the 2029 Notes and the 2031 Notes, the “Notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of December 10, 1998 (the “Base Indenture”) between Emerson Electric Co. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association as successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as supplemented by the first supplemental indenture, dated as of January 15, 2019 among Emerson Electric Co., Wells Fargo Bank, National Association and The Bank of New York Mellon Trust Company, N.A. and, as supplemented in the case of the 2031 Notes and 2037 Notes by the third supplemental indenture, dated as of March 4, 2025, between Emerson Electric Co. and Computershare Trust Company, N.A. (the Base Indenture, as supplemented by the first and third supplements indentures, the “Indenture”). References to “Emerson,” “we,” “us” and “our” in this section are only to Emerson Electric Co. and not its consolidated subsidiaries. The 2029 Notes, the 2031 Notes, and the 2037 Notes are each traded on the New York Stock Exchange under the bond trading symbols “EMR 29,” “EMR 31A”, and “EMR 37,” respectively. The Trustee for each series of Notes is Computershare Trust Company, N.A., (the “Trustee”). Pursuant to that certain Agency Agreement, dated as of January 15, 2019 and that certain Agency Agreement, dated as of March 4, 2025 (the “Agency Agreements”), we appointed U.S. Bank Europe DAC, UK Branch to act as paying agent, and U.S. Bank Trust Company, National Association to act as registrar and transfer agent for the Notes. These summaries are not complete and are subject to, and qualified in their entirety by reference to, the actual provisions of the Indenture and the Notes. For a complete description of the terms and provisions of the Notes, refer to the Indenture, and to the forms of Notes and Agency Agreements, all of which are filed as exhibits to the Form 8-As filed with the Securities and Exchange Commission on January 16, 2019 and March 5, 2025. We have issued a significant amount of other debt securities under the Indenture that have neither been registered pursuant to Section 12 of the Securities Exchange Act of 1934 nor listed on the NYSE. You should refer to our description of the amount of debt outstanding as disclosed in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in other filings with the Securities and Exchange Commission. The Indenture does not limit the amount of debt securities that we may issue under the Indenture. General Each of the 2029 Notes, the 2031 Notes and the 2037 Notes were initially issued in a €500,000,000 aggregate principal amount. We may, without the consent of the holders of a series of Notes, create and issue additional Notes ranking equally with the 2029 Notes, the 2031 Notes or the 2037 Notes, as applicable, in all respects, including having the same ISIN and CUSIP numbers, so that such additional Notes shall be consolidated and form a single series with the the 2029 Notes the 2031 Notes or the 2037 Notes, as applicable, and shall have the same terms as to status, redemption or otherwise as to the applicable series of Notes; provided that if any such additional 2029 Notes are not fungible with the 2029
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Notes initially issued, additional 2031 Notes are not fungible with the 2031 Notes initially issued, or additional 2037 Notes are not fungible with the 2037 Notes initially issued, in any case for U.S. federal income tax purposes, such additional series of Notes will have one or more separate ISIN and CUSIP numbers from those of the 2029 Notes the 2031 Notes or the 2037 Notes, as applicable. No additional series of Notes may be issued if an Event of Default (as defined in the Base Indenture) has occurred and is continuing with respect to the applicable series of Notes. As of March 4, 2025, no such additional Notes have been issued. The 2029 Notes will mature on October 15, 2029, and the interest rate on the 2029 Notes is 2.000% per annum. The 2031 Notes will mature on March 15, 2031, and the interest rate on the 2031 Notes is 3.000% per annum. The 2037 Notes will mature on March 15, 2037, and the interest rate on the 2037 Notes is 3.500% per annum. The Notes are senior unsecured obligations and rank equally with all of our existing and future unsecured and unsubordinated debt. The Notes were issued in a form of one or more registered global securities in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. Payment of Principal and Interest The 2029 Notes will bear interest from January 15, 2019. We will pay interest on the 2029 Notes annually in arrears on October 15 of each year, beginning in 2019, and on the applicable maturity date for each such series of Notes, to the record holders at the close of business on the preceding September 30 (whether or not such record date is a business day). The 2031 Notes and the 2037 Notes will bear interest from March 15, 2025. We will pay interest on the 2031 Notes and the 2037 Notes annually in arrears on each March 15, commencing on March 15, 2025, and on the applicable maturity date for each such series of Notes, to the record holders at the close of business on the preceding March 5 (whether or not such record date is a business day). For the purposes of the Notes, “business day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the City of New York or London and on the real time gross settlement system operated by the Eurosystem (or any successor system) (the T2 system), operates. Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or January 15, 2019 if no interest have been paid on the 2029 Notes, and March 4, 2025, if no interest has been paid on the 2031 Notes or the 2037 Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Principal, premium, if any, and interest payments on the Notes, including any payments made upon any redemption of the Notes, will be paid in euros; provided, that if the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control (including the dissolution of the European Monetary Union) or if the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then in such circumstances, all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recent euro/U.S. dollar exchange rate available on or prior to the second business day prior to the relevant payment date, as determined by us in our sole discretion. Any payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under
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the Notes or the indenture governing the Notes. Neither the Trustee nor the paying agent has any responsibility for any calculation or conversion in connection with the foregoing. The Notes were initially issued as global notes registered in the name of the nominee of the common depositary for the accounts of Clearstream, Luxembourg and Euroclear. The rights of holders of beneficial interests of Notes to receive the payments of interest on such Notes, the rights transfer the Notes and rights to receive, in certain conditions, definitive notes, are subject to the terms of the Notes and the applicable procedures of Clearstream, Luxembourg and Euroclear. We will not make any sinking fund payments in connection with the Notes. Optional Redemption Each series of the Notes will be redeemable, in whole or from time to time in party, at our option at any time. We may redeem the 2029 Notes on any date prior to July 15, 2029 at a redemption price in euro equal to the greater of (1) 100 percent of the principal amount of the 2029 Notes to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Notes to be redeemed, not including any portion of these payments of interest accrued as of the date of which such Notes are to be redeemed, discounted to the date on which such Notes are to be redeemed on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 30 basis points. We may redeem the 2031 Notes on any date prior to January 15, 2031 and the 2037 Notes on any date prior to December 15, 2036 at a redemption price in euro equal to the greater of (1) 100 percent of the principal amount of the Notes to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, not including any portion of these payments of interest accrued as of the date of which such Notes are to be redeemed, discounted to the date on which such Notes are to be redeemed on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 15 basis points for the 2031 Notes and 15 basis points for the 2037 Notes. In every such case, the redemption price will also include interest accrued to, but excluding, the date of redemption on the principal balance of the series of Notes being redeemed. At any time on or after July 15, 2029, we may redeem some or all of the 2029 Notes at our option at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed. At any time on or after January 15, 2031, we may redeem some or all of the 2031 Notes at our option at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed. At any time on or after December 15, 2036, we may redeem some or all of the 2037 Notes at our option at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed. In every such case, the redemption price will also include interest accrued to, but excluding, the date of redemption on the principal balance of the series of Notes being redeemed. The principal amount of a Note remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof. For purposes of the optional redemption provisions of the Notes, the following terms will be applicable:
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“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by us, a German federal government bond whose maturity is closest to the maturity of the series of Notes to be redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by us, determine to be appropriate for determining the Comparable Government Bond Rate. “Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the series of Notes to be redeemed, if they were to be purchased at such price on the third business day prior to the redemption date, would be equal to the gross redemption yield on such business day of the Comparable Government Bond (as defined above) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by us. General Information Regarding Optional Redemption Notice of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Euroclear or Clearstream, Luxembourg to the holders of the Notes being redeemed not less than 30 days and not more than 60 days before the redemption date of the series of Notes being redeemed, as well as in accordance with the indenture. Unless we default on payment of the redemption price, on and after the redemption date, the series of Notes or any portion of the series of Notes called for redemption will stop accruing interest. On or before any redemption date, we will deposit with the paying agent or the Trustee money sufficient to pay the accrued interest on the series of Notes to be redeemed and their redemption price. If less than all of a series of Notes are to be redeemed, then the Notes in that series shall be selected by the paying agent by a method the paying agent deems to be fair and appropriate or, in the event that the Notes are represented by one or more global notes, beneficial interests therein shall be selected for redemption by Clearstream, Luxembourg and Euroclear in accordance with their respective applicable procedures therefor. If the Notes are listed on any national securities exchange, Euroclear or Clearstream, Luxembourg will select the Notes for redemption in compliance with their respective procedures and those of the principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of a principal amount of €100,000 or less shall be redeemed in part. Payment of Additional Amounts We will, subject to the exceptions and limitations set forth below, pay such additional amounts as will result in the receipt by each beneficial owner of a Note that is not a United States person (as defined below) of such amounts, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States (including any withholding or deduction with respect to the payment of such additional amounts) as would have been received had no such withholding or deduction been required; provided, however, that the foregoing obligation to pay additional amounts shall not apply: (1) to any tax, assessment or other governmental charge that is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or possessor of a power over, the holder or beneficial owner if the holder or beneficial owner is an estate, trust, partnership, corporation or other entity, being considered as:
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(a) being or having been engaged in a trade or business in the United States or having been present in the United States or having had a permanent establishment in the United States; (b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment thereon or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States; (c) being or having been a personal holding company, a passive foreign investment company, a controlled foreign corporation or a foreign tax exempt organization for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax; (d) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or (e) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (2) to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of such additional amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of such holder or other person, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction in, such tax, assessment or other governmental charge; (4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deducting from payments on the Notes;
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(5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, treaty, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (7) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on any note, if such payment can be made without such withholding by at least one other paying agent; (8) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (9) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or (10) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this heading “- Payment of Additional Amounts,” we will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. As used under this heading “- Payment of Additional Amounts” and under the heading “- Redemption for Tax Reasons,” the term “United States” means the United States of America (including the states of the United States and the District of Columbia and any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source. Any reference to amounts payable in respect of the Notes herein or in the indenture shall be deemed to include any additional amounts which may be payable as described above.
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Redemption for Tax Reasons If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) or treaties of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations, rulings or treaties, which change or amendment is announced or becomes effective after the date of the applicable prospectus supplement, we become or will become obligated to pay additional amounts as described herein under the heading “- Payment of Additional Amounts” with respect to a series of Notes, then we may at any time at our option redeem, in whole, but not in part, such outstanding series of Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption; provided such obligation cannot be avoided by our taking reasonable measures available to us, not including substitution of the obligor under such Notes. Defeasance We may defease our obligations with respect to a series of Notes. For additional information regarding conditions and requirements for defeasance of a series of Notes, see “Base Indenture Provisions-Defeasance.” Governing Law; Jury Trial Waiver The Notes will be governed by and construed in accordance with the laws of the State of New York. The supplemental indenture provides that the parties thereto, and each holder of a Note by its acceptance thereof, irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the supplemental indenture, the Notes or any transaction contemplated thereby. Information Concerning the Trustee Computershare Trust Company, N.A. is the Trustee under the Indenture for the Notes. The Trustee’s affiliate is the registrar and transfer agent for our common stock. The Trustee’s Corporate Trust Office is currently located at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attention: CCT Administrator for Emerson Electric Co. Paying Agent, Transfer Agent and Registrar Pursuant to the the Agency Agreements entered between us, the Trustee, the Paying Agent and the transfer agent and registrar, we appointed U.S. Bank EuropeDAC, UK Branch, to act as paying agent in connection with the Notes, and we appointed U.S. Bank Trust Company, National Association to act as transfer agent and registrar for the Notes. U.S. Bank Europe DAC, UK Branch will also act as the initial authenticating agent on behalf of the Trustee. At the time of the original issuance of the Notes, the paying agent for the Notes, U.S. Bank Europe DAC, UK Branch, maintained its corporate trust paying agent office at 125 Old Broad Street, Fifth Floor, London EC2N 1 AR, United Kingdom, Attention: Relationship Management. At the time of the original issuance of the Notes, U.S. Bank Trust Company, National Association, in its capacity as transfer agent and registrar, maintained its office 100 Wall Street, New York, New York 10005. Base Indenture Provisions: When we use capitalized terms that we do not define in this section, Base Indenture Provisions, those terms have the meanings given in the Base Indenture. Section references included in this section, Base Indenture Provision, refer to Sections in the Base Indenture.
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Limitations on Liens Under the Indenture, we and our Restricted Subsidiaries (defined below) may not issue any debt for money borrowed, or assume or guarantee any such debt, which is secured by a mortgage on a Principal Property (defined below) or shares of stock or indebtedness of any Restricted Subsidiary, unless such mortgage similarly secures the debt securities. A Principal Property is any manufacturing plant or manufacturing facility that we or any Restricted Subsidiary owns, located within the continental United States and, in the opinion of our board of directors, is of material importance to our total business that we and our Restricted Subsidiaries conduct, taken as a whole. The above restriction will not apply to debt that is secured by: • mortgages on property, shares of stock or indebtedness of any corporation that exists when it becomes a Restricted Subsidiary; • mortgages on property that exist when we acquire the property and mortgages that secure payment of the purchase price of and improvements to the mortgaged property; • mortgages that secure debt which a Restricted Subsidiary owes to us or to another Restricted Subsidiary; • mortgages that existed at the date of the Indenture; • mortgages on property of a company that exist when we acquire the company; • mortgages in favor of a government to secure debt that we incur to finance the purchase price or cost of construction of the property that we mortgage; or • extensions, renewals or replacement of any of the mortgages described above. A Restricted Subsidiary is a direct or indirect subsidiary of ours if substantially all of its property is located in the continental United States and if it owns any Principal Property (except a subsidiary principally engaged in leasing or in financing installment receivables or overseas operations). The Indenture also excepts from this limitation on liens secured debt in an amount up to 10% of our Consolidated Net Tangible Assets. (Section 3.6) Limitation on Sale and Leaseback Transactions We and our Restricted Subsidiaries may not enter into sale and leaseback transactions involving any Principal Property (except for leases of up to three years, and except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries) unless • we could issue debt secured by the property involved (under the limitations on liens described above) in an amount equal to the Attributable Debt which would be calculated under the Indenture based on the rental payments to be received, or
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• we pay other debt within 90 days in an amount not less than such Attributable Debt amount. (Section 3.7) Restrictions on Consolidation, Merger or Sale We may not consolidate or merge or sell or convey all or substantially all of our assets unless (1) we are the surviving corporation, or the surviving corporation (if it is not Emerson) is a domestic (U.S.) corporation and assumes our obligations on your debt securities and under the Indenture; and (2) immediately after any such transaction, there is no default. (Section 9.1) Defeasance The Indenture includes provisions allowing defeasance that we may choose to apply to debt securities of any series. If we do so, we would irrevocably deposit with the Trustee or another trustee money or U.S. Government Obligations sufficient to make all payments on the defeased debt securities. Our ability to exercise our option to cause a defeasance is conditioned upon (a) no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, occurring, and (b) no breach continuing or occurring as a result of such defeasance. If we make such a deposit with respect to your debt securities, we may elect either: • to be discharged from all our obligations on your debt securities, except for our obligations to register transfers and exchanges, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the debt securities and to hold moneys for payment in trust; or • to be released from our restrictions described above relating to liens and sale/leaseback transactions. To establish such a trust, we must deliver to the Trustee an opinion of our counsel that the Holders of the debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. There may be additional provisions relating to defeasance which we will describe in the prospectus supplement. (Sections 12.1 through 12.4) Events of Default, Notice and Waiver If certain Events of Default by us specified in the Indenture happen and are continuing, either the Trustee or the Holders of 25% in principal amount of the outstanding debt securities of the defaulted series may declare the principal, and accrued interest, if any, of all securities of such series to be immediately due and payable. If certain specified Events of Default happen and are continuing, either the Trustee or the Holders of 25% in principal amount of the outstanding debt securities of all series may declare the principal, and accrued interest, if any, of all the outstanding debt securities to be due and payable. (Section 5.1) An Event of Default in respect of any series of debt securities means: • default for 30 days in payment of any interest installment;
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• default in payment of principal, premium, sinking fund installment or analogous obligation when due; • unless stayed by litigation, default in performance of any other covenant in the Indenture governing such series, for 90 days after notice to us by the Trustee or by the Holders of 25% in principal amount of the outstanding debt securities of such series; • certain events of our bankruptcy, insolvency and reorganization; and • any additional events of default described in the prospectus supplement. (Section 5.1) Within 90 days after a default in respect of any series of debt securities, the Trustee must give to the Holders of such series notice of all uncured defaults by us known to it. However, except in the case of default in payment, the Trustee may withhold such notice if it in good faith determines that such withholding is in the interest of such Holders. The term “default” means, for this purpose, the happening of any Event of Default, disregarding any grace period or notice requirement. (Section 5.11) Before the Trustee is required to exercise rights under the Indenture at the request of Holders, it is entitled to receive from such Holders such reasonable indemnity or, in certain cases, security, as it may require, against costs, liabilities and expenses, subject to its duty, during an Event of Default, which has not been cured or waived, to act with the required standard of care. (Sections 6.1 through 6.13) In certain cases, the Holders of a majority in principal amount of the outstanding debt securities of any series may, subject to certain limitations, direct the time, method and place of conducting proceedings for remedies available to the Trustee, or exercising any trust or power conferred on the Trustee, in respect of such series. (Section 5.9) The Indenture provides that Holders of debt securities do not have any right to bring suit under the Indenture unless such Holder shall have given to the Trustee written notice of default and unless Holders of 25% in principal amount of the outstanding debt securities of such series shall have made written request to the Trustee and offered to the Trustee such reasonable indemnity as it may require, and the Trustee shall have failed for 60 days to institute such suit. (Section 5.6) If an Event of Default occurs, the Trustee will distribute the money it collects in the following order: • First, to the Trustee and its agents and attorneys an amount sufficient to cover their reasonable compensation, costs, expenses, liabilities and advances made. • Second, in the case the principal of the defaulted series is not yet due and payable, ratably to the persons entitled to payment of interest on the defaulted series in order of the maturity of the installments of such interest, with interest on the overdue installments of interest, or, in the case the principal of the defaulted series is due and payable, ratably, based on the aggregate of principal and accrued and unpaid interest, to persons entitled to payment of principal and interest on the defaulted series, with interest on the overdue principal and overdue installments of interest.
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• Third, the remainder to us or any other person entitled to it. (Section 5.3) Under the indenture, we must file an annual certificate with the Trustee as to our compliance with conditions and covenants under the Indenture. (Section 3.5) In certain cases, the Holders of a majority in principal amount of the outstanding debt securities of a series, on behalf of the Holders of all debt securities of such series, or the Holders of a majority of all outstanding debt securities voting as a single class, on behalf of the Holders of all outstanding debt securities, may waive any past default or Event of Default, or compliance with certain provisions of the Indenture, but may not waive, among other things, an uncured default in payment. (Sections 5.1 and 5.10) Modification or Amendment of the Indenture If we receive the consent of the Holders of a majority in principal amount of the outstanding debt securities affected, we may enter into supplemental indentures with the Trustee that would • add, change or eliminate provisions in the Indenture; or • change the rights of the Holders of debt securities. However, unless we receive the consent of all of the affected Holders, we may not enter into supplemental indentures that would with respect to the debt securities of such Holders: • change the maturity; • reduce the principal amount or any premium; • reduce the interest rate or extend the time of payment of interest; • reduce any amount payable on redemption or reduce the amount of the principal of an Original Issue Discount Security that would be payable on acceleration; • impair or affect the right of any Holder to institute suit for payment; • change any right of the Holder to require repayment; or • reduce the requirement for approval of supplemental indentures. (Section 8.2) We may also, without consent of the Holders, enter into supplemental indentures with the Trustee that would, among other things: • convey property to the Trustee as security for the debt securities;
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• evidence the succession of another corporation and provide for assumption of rights and obligation under the Indenture; • add covenants, restrictions and conditions as we and the Trustee shall consider to be for the protection of the Holders of the outstanding debt securities; • add covenants, restrictions and conditions as described under “General” above; • cure any ambiguity or correct or supplement any provision of the Indenture which may be defective or inconsistent with any other provision contained in the Indenture; • make such other provisions as we may deem necessary or desirable so long as the interests of the Holders are not adversely affected thereby; or • make such other changes to the terms of the debt securities as left to our discretion by the terms of the Indenture. (Section 8.1) Removal of Trustee Under certain circumstances, the Holders of a majority in principal amount of the Securities may remove the Trustee with respect to such series and appoint a successor Trustee for such series, or any Securityholder of at least six months may petition a court for the removal of the Trustee and the appointment of a successor Trustee with respect to a particular series. (Section 6.10)
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Exhibit 10(w) FIRST AMENDMENT TO THE EMERSON DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, Emerson Electric Co. (the “Company”) previously adopted the Emerson Defined Contribution Supplemental Executive Retirement Plan (the “Plan”); WHEREAS, the Company reserved the right to amend the Plan pursuant to Section XII.G therefore; WHEREAS, the Company desires to amend the Plan effective January 1, 2025, to provide the Plan Administrator the discretionary authority to (i) cancel any participant’s deferral election due to an unforeseeable emergency or a disability, (ii) waive the requirement that a participant generally must be employed on the last day of the applicable plan year in order to receive a non-elective contribution for that plan year, (iii) make certain discretionary contributions for purposes of addressing unanticipated administrative circumstances or benefit adjustments, (iv) permit any participant to make a different payment election for future contributions, (v) permit any participant to make a subsequent deferral election; WHEREAS, the Plan provides that a participant’s non-elective contribution for a plan year is calculated based on an offset by, among other items, the maximum non-discretionary matching contribution that may be credited to the participant’s account under the Emerson Savings Plan (the “Qualified Match Offset”); and WHEREAS, the Company desires to amend the Plan effective January 1, 2026, so that the Qualified Match Offset is the maximum non-discretionary matching contribution that may be credited to the participant’s account under all of the applicable Employer-sponsored tax-qualified defined contribution plan in which the participant is eligible to contribute (rather than solely the Emerson Savings Plan in all cases), and to clarify that “Years of Service” will be calculated for all participants using the methodology set forth in the Emerson Savings Plan. NOW, THEREFORE, IT IS RESOLVED, that, effective January 1, 2025, except as otherwise provided below, the Plan is amended as follows: 1. Effective January 1, 2026, the definition of “Years of Service” in Section II.Z is amended in its entirety to read as follows: “Years of Service” shall have the same meaning as set forth in the ESP; provided, however, that with respect to a Participant who does not constitute an “Employee” under the ESP, the term “Years of Service” under the ESP shall be construed as though the Participant is an “Employee”. 2. Section IV.C is amended in its entirety to read as follows:
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Selection and Change of Deferral Rate by Participant. The designation of deferral rate(s) under this Section IV shall be made pursuant to procedures prescribed by the Plan Administrator. No Participant shall be permitted to increase or decrease the rate of deferral or stop the deferral after the date the election becomes irrevocable as determined by the Plan Administrator; provided, however, that the Plan Administrator, in its discretion, may cancel a Participant’s Annual Election due to an unforeseeable emergency or after the Participant incurs a disability, in accordance with Treasury regulation section 1.409A-3(i)(3)(ii) or 1.409A-3(j)(4)(viii), as applicable. 3. Section V.A is amended in its entirety to read as follows: Eligibility. A Participant is eligible for the Non-Elective Contribution for a Plan Year only if the Participant is employed by an Employer on the last day of the Plan Year or Retires during the Plan Year; provided, however, that the Plan Administrator, in its sole discretion, may waive the requirement that the Participant be employed on the last day of the Plan Year. 4. Section VI is amended in its entirety to read as follows: In any Plan Year, the Company may, in its discretion, make Discretionary Contributions to the Account of any Participant, subject to such terms and conditions (including as to vesting) that the Company may impose in its discretion. The Plan Administrator, in its discretion, may authorize on behalf of the Company Discretionary Contributions as the Plan Administrator deems necessary or appropriate to address unanticipated administrative circumstances or benefit adjustments. The amount and terms and conditions of any Discretionary Contributions need not be uniform among Participants. 5. The last sentence in Section IX.C is amended in its entirety to read as follows: Once the deadline has passed, the election becomes irrevocable and applies to all the Participant’s entire Account and all future contributions to be credited to the Account under the Plan; provided, however, that the Plan Administrator, in its discretion, may allow a Participant to make a new election with respect to specified future contributions, provided that the new election is made no later than the December 31 (or such earlier deadline prescribed by the Plan Administrator) prior to the calendar year in which the underlying Compensation would otherwise be earned, and subject to such terms and conditions that the Plan Administrator may impose in its discretion. 6. A new subsection Section IX.I is added to the Plan to read as follows: Subsequent deferral election. Notwithstanding the provisions above in this Section IX, the Plan Administrator, in its discretion, may allow a Participant to elect to further defer the timing of payment and/or change the form of payment with respect to amounts deferred under the Plan, provided that in making this subsequent deferral election: (i) the Participant must make the subsequent deferral election not less than 2
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twelve (12) months prior to the scheduled payment date for the amount deferred; (ii) the original payment date must be delayed by at least five (5) years; and (iii) the subsequent deferral election shall not take effect until twelve (12) months following the date of the subsequent deferral election. 7. Effective January 1, 2026, the section “Non-Elective Contributions” is amended in its entirety to read as follows: Non-Elective Contributions The amount of Non-Elective Contribution credited to an eligible Participant’s Account for a Plan Year shall be equal to the excess of 15% of the Compensation paid to the Participant during the Plan Year over the sum of the following amounts with respect to the Qualified Plan or the Pension Plan, as applicable, for the same Plan Year: (i) the sum of the maximum amount of non-discretionary matching contribution that may be credited to the Participant’s account under each Qualified Plan during the Plan Year (even if the total non- discretionary matching contributions that the Participant actually earned or could have earned during the Plan Year under all Qualified Plans is smaller than this amount); (ii) the non-discretionary profit-sharing contribution under each Qualified Plan; (iii) the pay credit under the cash balance component of the Pension Plan; and (iv) the transition credit under the cash balance component of the Pension Plan. The term “Qualified Plan” shall mean an Employer-sponsored tax-qualified defined contribution plan (including the ESP) in which the Participant is eligible to contribute for the applicable Plan Year (or any portion thereof) and that provides non-discretionary matching contributions and/or non-discretionary profit-sharing contributions. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by one of its duly authorized officers this 4th day of November 2025 EMERSON ELECTRIC CO. By: _/s/ Amy Schnettgoecke_________________ Amy Schnettgoecke, Vice President – Total Rewards 3
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Exhibit 19 INSIDER TRADING POLICY I. PURPOSE To promote compliance with the prohibitions against Insider Trading under federal securities laws. Such laws impose severe sanctions on persons who violate them, including criminal and civil liability. In addition, the SEC may penalize the Company and its directors and executive officers if its employees engage in Insider Trading and the Company has failed to take appropriate steps to prevent it. II. SCOPE A. COVERED PERSONS: This Policy applies to: 1. Directors; 2. Employees; 3. Consultants to the Company with access to material nonpublic information; and 4. Any other individuals designated by the Chief Financial Officer or Chief Legal Officer. (“Covered Persons”). B. COVERED TRANSACTIONS: Transactions in Company securities covered by this Policy include: (i) purchases, (ii) sales, (iii) puts and calls, (iv) exercises of employee stock options, (v) discretionary transactions in Emerson stock held in qualified profit-sharing and savings plans, such as ESIP, (vi) discretionary transactions in non-qualified supplemental savings or profit-sharing plans or arrangements, (vii) discretionary transactions in the Dividend Reinvestment Plan (DRIP) (but regular payroll deduction contributions to these plans, and regular reinvestment of dividends under the DRIP, are not affected), (viii) gifts, (ix) donations, (x) pledging, (xi) hedging, (xii) short sales, (xiii) short- term trading, and (xiv) all transfers of Company securities not specifically exempted by the terms of this Policy. C. EARNINGS BLACKOUT PERIODS: The provisions of this Policy covering Earnings Blackout Periods apply to: 1. Directors; 2. Executive officers (for purposes of the Securities Exchange Act of 1934, as amended); 3. Corporate officers; 4. Any employee with access to the Company’s consolidated financial results while it is nonpublic information; 5. Any person whose duties include administrative support for the persons mentioned above; and
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6. Any other individuals designated by the Company’s CEO, Chief Financial Officer or Chief Legal Officer. III. FORMS None IV. DEFINITIONS A. INSIDER TRADING: Purchases or sales of Company securities while aware of or in possession of material nonpublic information concerning the Company or tipping or disclosing material nonpublic information to others who might trade on the basis of that information. B. MATERIAL INFORMATION: Information should be regarded as material if there is a substantial likelihood that a reasonable investor would consider it important when deciding to buy, hold or sell a security. Any information that could reasonably affect the price of the security is material. Any such information, whether it is positive or negative, favorable or unfavorable, should be considered material. There is no bright-line test for assessing materiality; rather, materiality is based on an assessment of all the facts and circumstances. There are various categories of nonpublic information that are particularly sensitive and, generally, should always be presumed to be material. Examples of such nonpublic information include, but are not limited to: 1. Actual financial results prior to public release; 2. Earnings guidance, outlook, sales or profit projections, or changes thereto; 3. Significant acquisitions, dispositions, mergers or transactions; 4. Significant business developments, such as restructurings, large contracts or product developments; 5. Bank borrowings, financing transactions or liquidity issues outside the Company’s ordinary course of business; 6. Events regarding the Company’s securities (such as repurchase plans, stock splits, significant increases or decreases in dividends, changes to the rights of shareholders, or public or private sales of new equity or debt securities); 7. Significant pending or threatened government investigations or significant litigation; 8. A significant cybersecurity incident, such as a data breach, or any other significant disruption in the Company’s operations or loss, potential loss, breach or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure; 9. Key management changes; and
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10. A change in auditors or notification that an auditor’s reports may no longer be relied upon. In evaluating whether any information is material, please remember that someone else (including the SEC) will be viewing a securities transaction made by you with the benefit of “20/20 hindsight.” If in doubt, you should assume that the information is material or consult with the Chief Legal Officer. C. NONPUBLIC INFORMATION: Nonpublic information is generally considered to be information that has not been previously disclosed or made available to the general public. You should presume that information is nonpublic unless it has been widely disseminated (i.e., you can point to its official release or disclosure by the Company in a press release, an SEC filing, or other widely available source of information such as a pre-announced earnings conference call or investor conference that is available by webcast on the Company’s website). Information would not be widely disseminated if it is available only to the Company’s employees. Information is not necessarily public merely because it has been discussed in the press, which will sometimes report rumors, or because it has been covered in a speech to an audience, an interview, a website posting, or an article in a magazine. Once information is widely disseminated, it is still necessary to afford the investing public with sufficient time to absorb and react to the information. Information will generally be considered to be fully absorbed one complete business day after the information is released. V. RESPONSIBILITY A. PROHIBITION ON TRADING WHILE AWARE OF MATERIAL NONPUBLIC INFORMATION AND TIPPING: No Covered Person may, while he or she is aware of or in possession of any material nonpublic information relating to the Company, directly or indirectly, through family members or other persons or entities: 1. Engage in a transaction involving a purchase or sale (or offer to purchase or sell) in any securities of the Company; 2. Recommend the purchase or sale of any Company securities; or 3. Disclose material nonpublic information to any person if it is reasonably foreseeable that such person may use that information in purchasing or selling Company securities. Covered Persons are responsible for the transactions of family members who reside with a Covered Person (including a spouse and children at home or away at college), anyone else who lives in a Covered Person’s household, any person financially dependent on a Covered Person, and all corporations, partnerships, trusts or other entities owned, influenced or controlled by any Covered Person (“Related Parties”). Covered Persons should make Related Parties aware of the need to confer with the Covered Person before they trade in Company securities, and a Covered Person should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for the account of the Covered Person.
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D. APPLICABILITY TO OTHER COMPANIES: This Policy also applies to purchases or sales of securities or the disclosure of material nonpublic information relating to any other company (including customers, suppliers, business partners and entities with which the Company is engaged, or is proposing to engage, in a corporate transaction such as a merger or joint venture) if a Covered Person obtains material nonpublic information about such company in the course of service to Emerson. E. TENDER OFFERS: A Covered Person is prohibited from trading in securities in connection with a planned or ongoing tender offer if such Covered Person has material nonpublic information about the tender offer and knows or suspects that the information may have come directly or indirectly from the target or bidder. Such information may not be tipped to anyone else. F. POST EMPLOYMENT: If a Covered Person is aware or in possession of material non-public information when his or her employment terminates, that individual may not trade in Company securities until that information has become public or is no longer material. G. PERMITTED TRANSACTIONS: The following routine transactions, within the limits described, are not subject to the restrictions on trading in this Policy, although the Company reserves the right to prohibit any transactions as it, in its sole discretion, deems necessary. 1. The vesting or settlement of restricted stock, restricted stock units or performance shares, or the withholding or sale of stock back to the Company to satisfy tax withholding requirements upon vesting (the Policy does apply to any open market sale of stock received upon such vesting); 2. Acquisitions or dispositions of Company common stock under the Company’s profit- sharing and savings plans that are made pursuant to standing instructions not entered into or modified during a blackout period; 3. Transfers of shares from a transfer agent account or brokerage account to an identically titled brokerage account with identical share ownership rights; 4. Purchases or sales made pursuant to a “Trading Plan” that satisfies the requirements of the Section titled “Rule 10B5-1 Trading Plans” (below); and 5. Purchases of securities from the Company or sales of securities to the Company. H. RULE 10B-5-1 TRADING PLANS: Subject to the Chief Legal Officer’s prior approval, Covered Persons may design, adopt and enter into written trading plans (“Trading Plans”) as contemplated by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. A Trading Plan that meets the requirements of Rule 10b5-1 may permit the insider to trade in Company securities during a period in which he or she would otherwise be prohibited from trading by this Policy. A Trading Plan may only be adopted and put in place outside of a blackout period and when the adopting person is not in possession or aware of material nonpublic information.
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VI. BLACKOUT PERIODS AND PRECLEARANCE REQUIREMENTS A. EARNINGS BLACKOUTS: No person covered by Section II, SCOPE item C may engage in transactions involving Company securities during the following time periods (each, an “Earnings Blackout Period”): 1. The period from 10 business days prior to the end of a fiscal quarter (Jan. 1, April 1, July 1, Oct. 1) until one complete business day after the filing of the Company’s earnings release for that quarter (typically between 30 and 40 days after quarter end). Earnings releases appear on Emerson’s website, www.Emerson.com, “Investor Relations”, “Financial Releases”; or 2. During such other periods as may be established from time to time by the Board, the Chief Executive Officer, Chief Legal Officer or the Chief Financial Officer considering events or developments affecting the Company. When deemed necessary or appropriate, senior management may begin the Earnings Blackout Period earlier, extend it, apply it to a different group of persons or otherwise modify it. In addition, no person covered by Section II, SCOPE item C shall inform a person not covered by Section VI that a blackout period imposed because of events or developments is in effect. B. EVENT SPECIFIC BLACKOUT PERIODS: From time to time, an event may occur that is material to the Company and is known only by certain persons. Senior management may in such instance notify such persons that so long as the event remains material and non-public, such persons may not trade Company securities. The existence of an event-specific blackout period or an early beginning to the blackout period will not be announced to the Company as a whole and should not be communicated to any other person. C. PRECLEARANCE TO TRADE, GIFT OR TRANSFER: Directors, executive officers, corporate officers and all other officers covered by earnings blackouts that wish to trade, gift (including, for example, charitable donations and gifts to family members) or otherwise transfer Emerson securities outside the blackout period must also obtain the advance permission (in writing/e-mail) of the Company’s CFO and Chief Legal Officer. Approval by both the CFO and the Chief Legal Officer is required. Before requesting pre-clearance, the requestor must carefully consider whether he or she may be in possession or aware of material nonpublic information about the Company. If a pre-clearance request is denied, the requestor must refrain from initiating any transaction in Company securities, and not inform any other person of the denial. Transactions that are pre-cleared must be effected within three business days of receipt of pre-clearance and, in all cases, prior to the beginning of the next blackout period, unless an exception is granted. If not effected within this time period, the transactions must be re-submitted for pre-clearance. Even if you receive pre-clearance and it is outside a blackout period, the general prohibition against trading and disclosing still applies if you are aware of or in possession of material nonpublic information. The blackout policy and preclearance procedures are in addition to the general Insider Trading prohibitions and are not a substitute therefor.
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VII. PREVENTION OF INSIDER TRADING BY OTHERS The Company, its directors and officers and some supervisory personnel could be deemed “controlling persons” subject to potential liability under the securities laws. Accordingly, it is incumbent on these persons to maintain an awareness of possible Insider Trading violations by persons under their control and to take measures where appropriate to prevent such violations. Directors, officers and other supervisory personnel who become aware of a potential Insider Trading violation or a violation of this policy should immediately advise senior management and should take steps where appropriate to prevent persons under their supervision from using inside information for trading purposes. VIII. ADDITIONAL PROHIBITED TRANSACTIONS A. PLEDGING: Directors and elected corporate officers must comply with the Company’s Share Pledging Policy, which generally prohibits pledging shares of the Company’s common stock as collateral for loans. No Covered Person may purchase the Company’s securities “on margin” or pledge Company securities as collateral for a loan. If any person becomes subject to this Policy at a time when he or she has Company securities pledged as collateral for a loan, the pledge must be released within one year. B. HEDGING: Directors and executive officers (for purposes of Section 16 of the Exchange Act) must comply with the Company’s hedging policy, which generally prohibits engaging in transactions to hedge or offset value declines in the value of our stock such as short selling (i.e., selling securities that are not owned by the seller), put or call options, forward sale or purchase contracts, equity swaps and exchange funds. Covered Persons also may not engage in transactions that hedge or offset declines in value Company securities such as put or call options, or transactions in derivative securities. C. SHORT SALES: No Covered Person may engage in short sales of Company securities, including short sales “against the box”. D. SHORT-TERM TRADING: Directors and executive officers of the Company are prohibited from engaging in an open market purchase and sale (or vice versa) of Company securities of the same class within a six month period unless the transaction would be exempt from “short swing” liability under Section 16 of the Exchange Act. IX. COMPLIANCE WITH OTHER REQUIREMENTS Directors and executive officers of the Company are reminded of their obligations to comply with other requirements in respect of transactions in Company securities, including: A. Compliance with Rule 144, including the filing of a Form 144 before selling a limited amount of Emerson common stock in an open market sale pursuant to an “ordinary brokerage transaction,” and the use of a knowledgeable broker; B. Immediate post-transaction notification of sufficient detail of any transaction to facilitate the timely preparation and filing of any reports required by Section 16 of the Exchange Act; C. Avoidance of Section 16 “short-swing profit” liability or any purchase and sale (or sale and purchase) of Emerson common stock within six months; and D. Prohibition on transactions during a “pension plan blackout.”
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X. PENALTIES FOR VIOLATION In addition to significant penalties imposed by law, violation of any of the foregoing rules is grounds for disciplinary action by the Company, including employment termination. XI. COMPANY ASSISTANCE AND EDUCATION; ADMINISTRATION Covered Persons shall cooperate with any training and compliance programs instituted by the Company in furtherance of this Policy. Directors and employees may be required to certify their understanding of, and intent to comply with, this Policy. Any person who has any questions about specific transactions may obtain additional guidance from the Chief Legal Officer. The Company reserves the rights to amend and interpret this Policy from time to time.
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Subsidiaries and Affiliates of Emerson Electric Co. September 30, 2025 LEGAL NAME JURISDICTION OFINCORPORATION Alexander Schaeff, Inc. Delaware Appleton Holding Corp. Delaware Appleton Group Canada, Ltd. Ontario Appleton Grp LLC Delaware Appleton Electric LLC Delaware EGS Comercializadora Mexico, S. de R.L. de C.V. Mexico Nutsteel DHC B.V. Netherlands Nutsteel Indústria Metalúrgica Ltda Brazil Appleton Holding Sarl France ATX SAS France Easy Heat Europe SAS France EGS Mexico S. de R.L. de C.V. Mexico EGS Private Ltd. Singapore Emerson Hazardous Electrical Equipment (Shanghai) Co., Ltd. China GSEG LLC Delaware ASCO Numatics Holding, Inc. Delaware Bristol, Inc. Delaware Energy Solutions International Sub, LLC Delaware Energy Solutions International GP, LLC Pennsylvania Energy Solutions International (India) Private Limited India California Emerson LLC Delaware Computational Systems, Incorporated Tennessee DMCO Holding, Inc. Delaware DMCO UK Holding Limited United Kingdom DMCO Holding Limited United Kingdom Spectra-Tek UK Limited United Kingdom Emerson Measurement Systems and Solutions (India) Private Limited India Danmasa S.A. de C.V. Mexico Emerson Automation Solutions Actuation Technologies Holding, Inc. Delaware Emerson Process Management Valve Automation, Inc. Delaware Bettis Canada Ltd. Canada RPP, LLC Massachusetts EECO, Inc. Delaware Apple JV Holding Corp. Delaware Easy Heat, Inc. Delaware Emersub CV, Inc. Delaware EMR Final Control US Holding Corporation Delaware Emerson Final Control US Holding LLC Texas Emerson Automation Solutions Final Control France SARL France FC QSF, LLC Delaware The J.R. Clarkson Company LLC Nevada Crosby Valve, LLC Nevada Emerson Automation Solutions Final Control US LP Delaware Emerson Vulcan Holding LLC Delaware TV&C GP Holding, LLC Nevada Vulsub Holdings A, LLC Delaware Vulsub VZ, C.A. Venezuela Vulsub Holdings B, LLC Delaware
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Emerson Automation Solutions Final Control Hong Kong Limited Hong Kong Emerson Automation Solutions Final Control (Beijing) Co., Ltd. China Vulsub Holdings D, LLC Delaware Vulsub Property Holding, LLC Delaware Emerson Electric (U.S.) Holding Corporation Delaware Automatic Switch Company Delaware ASC Investments, Inc. Delaware ASCO Japan Co., Ltd. Japan ASCO, L.P. Delaware Emerson (Taiwan) Limited Taiwan Ascomatica S.A. de C.V. Mexico Ascomation Pty. Ltd. Australia Ascotech, S.A. de C.V. Mexico Ascoval Industria e Commercio Ltda Brazil Emerson Fluid Control & Pneumatics, S. de R.L. de C.V. Mexico Emerson Process Management Chennai Private Limited India Branson Ultrasonics Corporation Delaware Branson Korea Co., Ltd. Korea Branson Ultrasonidos S.A.E. Spain Branson Ultrasons SAS France Emerson Dietzenbach GmbH Germany Emerson Electric Overseas Finance Corp. Delaware Emerson Technologies Verwaltungs GmbH Germany Emerson Technologies GmbH & Co. OHG Germany Ridge Tool GmbH Germany Ridge Tool GmbH & Co. OHG Germany Rosemount Inc. Minnesota Dieterich Standard, Inc. Delaware Emerson Asia Pacific Private Limited Singapore Emerson Automation Solutions Final Control Singapore Pte. Ltd. Singapore Emerson Automation Solutions Final Control (Sichuan) Co., Ltd. China Emerson Automation Solutions Final Control (Shanghai) Co., Ltd. China Safety Systems UK Pte. Ltd. Singapore Sakhi Raimondi Valve (India) Limited India Emerson Process Management Manufacturing (M) Sdn Bhd Malaysia Emerson Process Management Valve Automation (M) Sdn Bhd Malaysia Spectronix Ltd. Israel Emerson Automation Solutions Measurement Systems & Services LLC Delaware Metco Services Venezuela, C.A. Venezuela Emerson Electric (M) Sdn Bhd Malaysia Emerson Industrial Automation USA Inc. Delaware Fincor Holding, LLC Delaware Emerson Korea Limited Korea Aventics Ltd. Korea Emerson Process Management AB Sweden Emerson Process Management A/S (Denmark) Denmark Emerson Process Management Oy Finland Emerson Process Management, S.L. Spain Emersub LXXXIV, Inc. Delaware Keystone Germany Holdings Corp. Delaware Chemat GmbH Armaturen fur Industrie - und Nuklearanlage Germany Emerson Automation Solutions Final Control de México, S.A. de C.V. Mexico Emerson Process Management, S.A. de C.V. Mexico Emersub UK II Limited United Kingdom EMR Europe Holdings Inc. Delaware
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EMR Holdings (France) SAS France ASCO SAS France Asco Numatics GmbH Germany Emerson Automation Fluid Control & Pneumatics Iberia, S.A. Spain Joucomatic N.V. Belgium Aventics S.A.S. France Emerson Process Management SAS France Emerson Process Management, Lda Portugal Francel SAS France Klauke France SARL France Ridgid France SAS France Micro Motion, Inc. Colorado P I Components Corp. Texas Rosemount Limited Hong Kong Rosemount Nuclear Instruments, Inc. Delaware Rosemount Specialty Products LLC Delaware Emersub 15 LLC Delaware Emersub CXIII, Inc. Delaware Emersub 20 LLC Delaware Emersub 22 LLC Delaware Emersub 23 LLC Delaware National Instruments Corporation Delaware Digilent, Inc. Washington Digilent RO S.R.L. Romania Enterprise International Holding B.V. Netherlands Gemni Holdings ULC Canada National Instruments Belgium N.V. Belgium National Instruments Costa Rica Limitada Costa Rica National Instruments Dresden GmbH Germany National Instruments Ireland Resources Limited Ireland National Instruments Philippines Inc. Philippines NI Hungary Software és Hardware Gyártó Korlátolt Felelősségű Társaság Hungary NI Lille France NI Malaysia Sdn. Bhd. Malaysia PT. National Instruments Indonesia Indonesia Qpid Holdings Co. Nova Scotia SET GmbH Germany Hyperception, Inc. Texas National Instruments Canada Co. Canada Measurement Computing Corporation Delaware National Instruments (Czech Republic) s.r.o. Czech Republic National Instruments (Korea) Corporation South Korea National Instruments AM LLC Armenia National Instruments Australia Corporation Texas National Instruments Australia Pty Ltd Australia National Instruments Colombia SAS Colombia National Instruments (Thailand) Co., Ltd. Thailand National Instruments Corporation (UK) Limited United Kingdom National Instruments de Mexico S.A. de C.V. Mexico National Instruments Egypt LLC Egypt National Instruments Europe Corporation Texas National Instruments Finland Oy Finland National Instruments France Corporation Texas NI France Holdings SAS France National Instruments France SAS France
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National Instruments Germany GmbH Germany Heinzinger Automotive GmbH Germany National Instruments Gesellschaft m.b.H. Austria National Instruments Hong Kong Limited Hong Kong National Instruments Hungary Kft Hungary National Instruments Israel Ltd Israel Optimal Plus Ltd Israel Optimal Plus Philippines Inc. Philippines National Instruments Italy S.R.L. Italy National Instruments Japan Corporation Japan National Instruments Lebanon LLC Texas National Instruments Lebanon SARL Lebanon National Instruments Netherlands B.V. Netherlands National Instruments Poland Sp. z o.o. Poland National Instruments Romania S.R.L. Romania National Instruments Scandinavia Corporation Texas National Instruments Denmark ApS Denmark National Instruments Norway AS Norway National Instruments Singapore Pte Ltd Singapore NI Southeast Asia Sdn Bhd Malaysia National Instruments Spain, S.L. Spain National Instruments Sweden AB Sweden National Instruments Switzerland Corporation Texas National Instruments Switzerland GmbH Switzerland N H Research, LLC California N H Power Test Equipment (Shenzhen) Co., Ltd. China NI (China) Instruments Co., Ltd. China Kratzer Automation (Shanghai) Co., Ltd. China NI Systems (India) Private Limited India NI Taiwan Corporation Taiwan Optimal Plus Inc. Delaware Phase Matrix, Inc. California Tech180 Corporation Delaware Ridge Tool Company Ohio Greenlee Tools, Inc. Delaware Emerson Professional Tools, LLC Delaware Emerson Professional Tools Mfg LLC Delaware Ridge Tool (Australia) Pty. Ltd. Australia Ridge Tool Manufacturing Company Delaware Ridge Tool Pattern Company Delaware RIDGID, Inc. Delaware Ridgid Italia S.R.L. Italy Ridgid Online, Inc. Ohio Ridgid Werkzeuge AG Switzerland E.G.P. Corporation Delaware Emerson Arabia, Inc. Delaware Emerson Process Management Arabia Limited Saudi Arabia Emersub 4 LLC Delaware Emerson Electric (Asia) Limited Hong Kong Emerson (Philippines) Corporation Philippines Emerson Electric II, C.A. Venezuela Soluciones 0925, C.A. Venezuela Emerson Electric International, Inc. Delaware Emerson Electric Ireland Limited Bermuda Emersub Treasury Ireland Unlimited Company Ireland
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Emerson Electric (Mauritius) Ltd Mauritius Emerson Electric Company (India) Private Limited India Emerson Process Management Power & Water Solutions India Private Limited India Westinghouse Electric Pvt. Limited Mauritius Emerson Finance LLC Delaware Emerson Middle East, Inc. Delaware Emerson Bahrain W.L.L. Bahrain Emerson Ventures Inc. Delaware Emersub 3 LLC Delaware Emersub 16 LLC Delaware Emersub 21 LLC Delaware Emersub CII, Inc. Delaware Emersub XLVI, Inc. Nevada Emersub Italia S.R.L. Italy EMR Asia Holding Corporation Ohio Emerson Japan, Ltd. Japan EMR Foundation, Inc. Missouri EMR Holdings, Inc. Delaware Branson de Mexico, S.A. de C.V. Mexico Copeland Compresores Hermeticos, S.A. de C.V. Mexico Dar Ibtikar Al Iraq for General Services and General Trade LLC Iraq Emerson Argentina S.A. Argentina Chloride Koexa S.A. Argentina Emerson Automation Solutions GmbH Switzerland Emerson Dominicana, Srl Dominican Republic Emerson Electric (U.S.) Holding Corporation (Chile) Limitada Chile Emerson Electric CR, Limitada Costa Rica Emerson Electric de Mexico S.A. de C.V. Mexico Emerson Process Management Magyarorszag Kft. Hungary Emerson Process Management NV Belgium AE Valves Belgium Emerson Puerto Rico, Inc. Puerto Rico Emerson (Thailand) Limited Thailand Emersub 5 LLC Delaware Emersub Mexico, Inc. Nevada Emerson Tool and Appliance Company, S. de R.L. de C.V. Mexico Emersub 1 LLC Delaware Emersub UK Limited United Kingdom EMR Worldwide Inc. Delaware Aspen Technology, Inc. Delaware Aspen Technology Holdings Corporation Delaware Paradigm B.V. Netherlands AGI Mexicana S.A. de C.V. Mexico Paradigm France S.A. France Paradigm Geophysical B.V. Netherlands AspenTech (Malaysia) Sdn. Bhd. Malaysia Paradigm Geophysical de Venezuela, C.A. Venezuela Paradigm Geophysical do Brasil Ltda Brazil Paradigm Geophysical (Nigeria) Limited Nigeria Paradigm Geophysical S.A. Argentina Paradigm Geophysical Spain S.L. Spain Paradigm Kazakhstan LLP Kazakhstan Paradigm Middle East FZ-LLC United Arab Emirates Roxar Paradigm, E&P Software Services LLC Russia Paradigm Geophysical (India) Private Limited India
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Paradigm Geophysical Limited Israel Paradigm Geoservices Canada Ltd. Alberta Paradigm Geotechnology (Egypt) S.A.E. Egypt Paradigm Technology (Beijing) Co., Ltd. China Paradigm (UK) Holding Limited United Kingdom Paradigm Geophysical Pty Ltd Australia PT. Paradigm Geophysical Indonesia Indonesia Paradigm Geophysical (U.K.) Limited United Kingdom Roxar Software Solutions AS Norway Roxar Services AS Norway Roxar Services OOO Russia Roxar Technologies AS Norway Paradigm Geophysical Corp. Delaware Aspen Paradigm Holding LLC Delaware Open Systems International, Inc. Minnesota Open Systems International Australia Pty Ltd Australia Open Systems International Europe SL Spain OSI du Canada Inc. Quebec OSI Energy Automation India Private Limited India AspenTech Corporation Delaware AspenTech Africa (Pty.) Ltd. South Africa AspenTech Argentina S.R.L. Argentina AspenTech Canada Holdings, LLC Delaware AspenTech Canada Corporation Nova Scotia AspenTech Solutions Sdn. Bhd. Malaysia Aspen Technology, S.L. Spain AspenTech de Mexico, S. de R.L. de C.V. Mexico AspenTech Europe B.V. Netherlands AspenTech GmbH Germany inmation BNX B.V. Netherlands inmation Lux S.a.r.l. Luxembourg inmation UK Ltd. United Kingdom AspenTech Norway AS Norway AspenTech S.R.L. Romania AspenTech Europe S.A./N.V. Belgium AspenTech Technologies Gulf - L.L.C.-O.P.C. United Arab Emirates AspenTech Holding Corporation Delaware AspenTech Ltd. United Kingdom Apex Optimisation SRO Czech Republic Argent & Waugh Limited United Kingdom AspenTech Pte. Ltd. Singapore AspenTech Software Brasil Ltda. Brazil AspenTech Software Corporation Delaware Aspen Technology LLC Russia AspenTech S.r.l. Italy AspenTech Venezuela, C.A. Venezuela Aspen Technology (Asia) Inc. Delaware AspenTech (Beijing) Ltd. China AspenTech (Shanghai) Ltd. China Aspen Tech (Thailand) Ltd. Thailand AspenTech India Pvt. Ltd. India AspenTech Japan Co., Ltd. Japan Aspen Technology Australia Pty. Ltd. Australia AspenTech Australia Holding Pty. Ltd. Australia Aspen Technology International, Inc. Delaware
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Aspen Technology Middle East Limited Saudi Arabia Aspen Technology Regional Headquarters Saudi Arabia Aspen Technology Quebec Inc. Quebec Aspen Technology S.A.S. Colombia Aspen Technology Services Corporation Delaware Open Grid Systems Limited Scotland Emerson DHC B.V. Netherlands Emerson Process Management Ltda. Brazil Emerson Electric Canada Limited Canada Rutherfurd US, LLC Delaware Tranmet Holdings Limited United Kingdom Tranmet Holdings B.V. Netherlands Rutherfurd Acquisitions Limited United Kingdom Afag Holding AG Switzerland Afag Automation AG Switzerland Afag Automation Technology (Shanghai) Co., Ltd. China Afag Engineering GmbH Germany Afag GmbH Germany Branson Ultrasonics a.s. Slovakia Emerson Automation Solutions Final Control Africa (Pty) Ltd South Africa Vulsub South Africa (Pty) Ltd South Africa Emerson Automation Solutions Final Control South Africa (Pty) Ltd South Africa Emerson International Holding Company Limited United Kingdom Branson Ultrasonic Sarl Switzerland Digital Appliance Controls (UK) Limited United Kingdom Emerson Holding Company Limited United Kingdom Emerson Automation Fluid Control & Pneumatics UK Limited United Kingdom Emerson Electric U.K. Limited United Kingdom Emerson Automation Solutions EgyptLLC Egypt Emerson Egypt LLC Egypt Emerson FZE UAE Emerson Automation SolutionsMozambique Limitada Mozambique Emerson Gabon SARL Gabon Emerson Mauritania SARL Mauritania Emerson Process Management AngolaLda Angola EMRSN Process Management MoroccoSarl Morocco Emerson Saudi Arabia LLC Saudi Arabia Emerson Energy Systems (UK) Limited United Kingdom Emerson Process Management Limited United Kingdom Emerson Automation Solutions Actuation Technologies Limited United Kingdom Emerson Automation Solutions Ireland Limited Ireland Emerson Process Management Distribution Limited United Kingdom Emerson Process Management Shared Services Limited United Kingdom Permasense Limited United Kingdom Roxar Limited United Kingdom Emerson UK Trustees Limited United Kingdom Rosemount Topco Limited United Kingdom Rosemount Measurement Limited United Kingdom Cascade Technologies Holdings Limited United Kingdom Professional Tools UK Limited United Kingdom Emerson Automation Solutions SSC UK Limited United Kingdom Emerson Automation Solutions Final Control UK Ltd United Kingdom Emerson Sales UK Limited United Kingdom Emerson Automation Solutions UK Limited United Kingdom Emerson Electric Holdings (Switzerland) GmbH Switzerland
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Asco Controls B.V. Netherlands Asco Joucomatic ZA B.V. Netherlands Aventics B.V. Netherlands Emerson Automation FCP Kft Hungary Emerson Automation Fluid Control & Pneumatics Czech Republic s.r.o. Czech Republic Emerson Automation Fluid Control & Pneumatics Poland Sp. z o.o. Poland Emerson Process Management AG Switzerland Emerson LLC Azerbaijan Emerson LLP Kazakhstan Emerson Peru S.A.C. Peru Emerson Process Management Kft. Hungary Emerson Process Management Romania S.R.L. Romania Emerson Automation Solutions Bulgaria EOOD Bulgaria Emerson Process Management Sp. z o.o. Poland Emerson Process Management UAB Lithuania Emerson Process Management Ticaret Limited Sirket Turkey Emerson Process Management, s.r.o. Czech Republic Emerson Process Management, s.r.o. Slovakia Emerson TOV Ukraine Emerson Process Management Co., Ltd. China EMR Emerson Holdings (Switzerland) GmbH Switzerland Emerson Process Management Qatar W.L.L. Qatar EMR (Asia) Limited Hong Kong Emerson Electric (China) Holdings Co., Ltd. China ASCO Valve (Shanghai) Co., Ltd. China Beijing Rosemount Far East InstrumentCo., Ltd. China Branson Ultrasonics (Shanghai) Co., Ltd. China Emerson Automation Technology(Shanghai) Co., Ltd. China Emerson Beijing Instrument Company,Ltd. China Emerson Machinery Equipment(Shenzhen) Co., Ltd. China Emerson Process Management FlowTechnologies Co., Ltd. China Emerson Process Management (Tianjin)Valves Co., Ltd. China Emerson Professional Tools (Shanghai)Co., Ltd. China Emerson Xi'an Engineering Center China Fisher Jeon Gas Equipment (Chengdu)Co., Ltd. China Rosemount Tank Radar AB Sweden Emerson Process Management MarineSolutions Singapore Pte. Ltd. Singapore Rosemount Tank Radar Properties AB Sweden Virgo Valves & Controls (ME) FZE UAE Emerson Electric Nederland B.V. Netherlands Aegir Norge Holding AS Norway Roxar AS Norway Roxar Flow Measurement AS Norway Emerson Process Management NigeriaLimited Nigeria Roxar de Venezuela C.A. Venezuela Damcos Holding A/S Denmark Damcos A/S Denmark Emerson Marine Solutions Korea Co., Ltd. Korea Emerson Process Management Marine Systems (Shanghai) Co., Ltd. China Frugal Technologies A/S Denmark Emerson Automation Solutions AS Norway Emerson Network Power DHC B.V. Netherlands Beckman Industrial B.V. Netherlands El-O-Matic B.V. Netherlands Emerson Process Management (South Africa) (Proprietary) Ltd. South Africa
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Emerson Automation Solutions Final Control Netherlands B.V. Netherlands Emerson Process Management B.V. Netherlands Emerson Europe Procurement Operations B.V. Netherlands EMRSN HLDG B.V. Netherlands Emerson Process Management Flow B.V. Netherlands Emerson S.R.L. Romania Emerson Process Management (Vietnam) Co., Ltd. Vietnam Emerson Nigeria FZE Nigeria Emerson Process Management Europe GmbH Switzerland Emerson Process Management Verwaltung GmbH Germany Emerson Process Management GmbH & Co. OHG Germany Aventics Services Germany GmbH Germany Aventics GmbH Germany Aventics AG Switzerland Aventics GmbH Austria epro GmbH Germany FLEXIM Flexible Industriemesstechnick GmbH Germany FLEXIM Australia Pty Ltd Australia Flexim France SAS France Flexim GmbH Austria Flexim Instruments (Zhenjiang) Co., Ltd. China FLEXIM Instruments Asia Pte Ltd Singapore Flexim Instruments Benelux B.V. Netherlands FLEXIM Instruments UK Ltd. United Kingdom Flexim Japan Ltd. Japan Flow Control Holding GmbH & Co. KG Germany Flow Control Holding Verwaltungs GmbH Germany Gustav Klauke GmbH Germany Sempell GmbH Germany Emerson Automation Solutions Final Control Germany GmbH Germany Mecafrance (Deutschland) GmbH Germany Emersub Deutschland Holding GmbH Germany Emerson Sice S.r.l. Italy Branson Ultrasuoni S.R.L. Italy Emerson Automation Fluid Control & Pneumatics Italy S.R.L. Italy Emerson Process Management S.R.L. Italy Progea S.r.l. Italy Progea Deutschland GmbH Germany Progea International, S.A. Switzerland Vulsub Italia S.r.l. Italy Biffi Italia S.r.l. Italy Emerson Automation Solutions Final Control Italia S.r.l. Italy Emerson USD Finance Company Limited United Kingdom HTE Engineering Services Limited Ireland Klauke Handelsgesellschaft mbH Austria Klauke Slovakia s.r.o. Slovakia Mita-Teknik A/S Denmark Mita-Teknik, Udlejning ApS Denmark Mita-Teknik Ltd. Ukraine Emerson Mexico Finance, S.A. de C.V., SOFOM, ENR Mexico Emerson Process Management de Colombia SAS Colombia Emerson Process Management d.o.o. Croatia Emerson Process Management (India) Private Limited India Flexim Flow India Private Limited India Emerson Process Management S.A. Greece
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Emerson Valves & Controls Japan Co., Ltd. Japan Vulsub Brasil Ltda. Brazil Vulsub Holding Ltd Isle of Man Vulsub Holdings II Limited United Kingdom Vulsub Middle East Holdings, LLC Delaware Emerson Automation Solutions Final Control Middle East FZE United Arab Emirates Vulsub Gulf Holding Limited United Arab Emirates Emirates Techno Casting FZE United Arab Emirates JCF Fluid Flow India Private Limited India Vulsub S.A. Argentina Westlock Equipamentos de Controle Ltda. Brazil Hiter Industria e Comercio de Controles Termo-Hidraulicos Ltda. Brazil F-R Tecnologias de Flujo, S.A. de C.V. Mexico PT. Emerson Indonesia Indonesia EPMCO Holdings, Inc. Delaware Emerson Process Management Regulator Technologies, Inc. Delaware Fromex, S.A. de C.V. Mexico Fisher Controls International LLC Delaware Emerson Process Management Australia Pty Ltd Australia Emerson Automation Solutions Final Control Australia Pty Limited Australia Emerson Process Management New Zealand Limited New Zealand Fisher Controles de Mexico, S.A. de C.V. Mexico Nippon Fisher Co., Ltd. Japan Fisher-Rosemount Systems, Inc. Delaware Emerson LLLP Delaware Emerson Process Management Holding LLC Delaware Emerson Process Management Power & Water Solutions, Inc. Delaware Instrument & Valve Services Company Delaware EPM Tulsa Holdings Corp. Delaware Emerson Process Management Regulator Technologies Tulsa, LLC Oklahoma Fernview Land Company Delaware FLEXIM Americas Corporation New York General Equipment and Manufacturing Company, Inc. Kentucky Hiross India Private Limited India Humboldt Hermetic Motor Corp. Delaware Intelligent Platforms, LLC Delaware Emerson Automation Solutions Intelligent Platforms Asia Pacific Pte. Ltd. Singapore Emerson Automation Solutions Intelligent Platforms Private Limited India Emerson Automation Solutions Intelligent Platforms (Shanghai) Co., Ltd. China ICC Intelligent Platforms GmbH Germany Industrial Controls Canada ULC Nova Scotia Intrinsic Safety Equipment of Texas, Inc. Texas Ironwood Tool Company LLC Delaware ProTeam, Inc. Idaho Ridge Tool Europe NV Belgium Emerson Professional Tools AG Switzerland
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Ridgid Scandinavia A/S Denmark Rosemount Tank Gauging North America Inc. Texas Tescom Corporation Minnesota Tescom Europe Management GmbH Germany Tescom Europe GmbH & Co. KG Germany
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Exhibit 23 Consent Of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement Nos. 333-283145, 333-281331, 333-275527, 333- 274942, 333-206096, 333-285747, 333-173933, 333-221671, 333-154361, and 333-152916 on Form S-8 and Registration Statement Nos. 333-275526, 333-52658, 333-84673, and 333-66865 on Form S-3 of our report dated November 10, 2025, with respect to the consolidated financial statements of Emerson Electric Co. and the effectiveness of internal control over financial reporting. /s/ KPMG LLP St. Louis, Missouri November 10, 2025
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Exhibit 24 POWER OF ATTORNEY The undersigned members of the Board of Directors and Executive Officers of Emerson Electric Co., a Missouri corporation with principal offices at 8027 Forsyth Boulevard, St. Louis, Missouri 63105, hereby appoint M.J. Baughman, M. Tang, and J. A. Sperino as their Attorneys-in-Fact for the purpose of signing Emerson Electric Co.'s Securities and Exchange Commission Form 10-K (and any and all Amendments thereto) for the fiscal year ended September 30, 2025. Signature Title Date /s/ J. S. Turley Chair of the Board October 7, 2025 J. S. Turley /s/ M. A. Blinn Director October 7, 2025 M. A. Blinn /s/ J. B. Bolten Director October 7, 2025 J. B. Bolten /s/ C.G. Butler Director October 7, 2025 C. G. Butler /s/ M. S. Craighead Director October 7, 2025 M. S. Craighead /s/ G. A. Flach Director October 7, 2025 G. A. Flach /s/ L. M. Lee Director October 7, 2025 L. M. Lee /s/ M. S. Levatich Director October 7, 2025 M. S. Levatich /s/ J. M. McKelvey Director October 7, 2025 J. M. McKelvey /s/ S. L. Karsanbhai President and Chief Executive Officer October 7, 2025 S. L. Karsanbhai /s/ M. J. Baughman Executive Vice President, October 7, 2025 M. J. Baughman Chief Financial Officer, and Chief Accounting Officer
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Exhibit 31 Certification I, S. L. Karsanbhai, certify that: 1. I have reviewed this annual report on Form 10-K of Emerson Electric Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 10, 2025 /s/ S. L. Karsanbhai S. L. Karsanbhai President and Chief Executive Officer Emerson Electric Co.
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Certification I, M. J. Baughman, certify that: 1. I have reviewed this annual report on Form 10-K of Emerson Electric Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 10, 2025 /s/ M. J. Baughman M. J. Baughman Executive Vice President, Chief Financial Officer and Chief Accounting Officer Emerson Electric Co.
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Exhibit 32 CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(b) AND 18 U.S.C. SECTION 1350 In connection with the Annual Report of Emerson Electric Co. (the "Company") on Form 10-K for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, S. L. Karsanbhai, certify, to the best of my knowledge, pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition andresults of operations of the Company. /s/S. L. Karsanbhai S. L. Karsanbhai President and Chief Executive Officer Emerson Electric Co. November 10, 2025
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CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(b) AND 18 U.S.C. SECTION 1350 In connection with the Annual Report of Emerson Electric Co. (the "Company") on Form 10-K for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, M. J. Baughman, certify, to the best of my knowledge, pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition andresults of operations of the Company. /s/M. J. Baughman M. J. Baughman Executive Vice President, Chief Financial Officer and Chief Accounting Officer Emerson Electric Co. November 10, 2025