Air Products & Chemicals (APD) 10-K risk factor changes: FY2025 vs FY2024

In evaluating investment in the Company and the forward-looking information contained in this Annual Report on Form 10-K or presented elsewhere from time to time, [removed: you] [added: readers] should carefully consider the risk factors discussed below.

In addition, [added: certain of] our [removed: growth strategy is] [added: green and blue hydrogen projects are] largely based on expected demand for technologies and projects to limit the impact of global climate change.

These or other events associated with weak economic conditions or specific market, industry, product, or customer events may require us to record an impairment on tangible assets, such as facilities and equipment, or intangible assets, such as [added: customer relationships,] intellectual [removed: property] [added: property,] or goodwill.

In fiscal year [removed: 2024,] [added: 2025,] approximately 60% of our sales were derived from customers outside the United States and many of our operations, suppliers, customers, and employees are located outside the United States.

Our operations in foreign jurisdictions may be subject to risks including exchange control regulations, import and trade restrictions, [added: tariffs,] trade policy and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad.

[removed: Our growth strategies depend in part on] [added: Certain of] our [removed: ability to further penetrate] [added: larger and more complex projects are located in] markets outside the United States, such as China, India, the Middle East, and Uzbekistan, [removed: and involve significantly larger and more complex projects,] including [removed: gasification and large-scale hydrogen projects, some] in [removed: regions] [added: locations] where there is the potential for significant economic and political disruptions.

A significant [removed: and growing] portion of our business involves clean hydrogen, carbon capture, gasification, and other large-scale projects that involve challenging engineering, permitting, procurement, and construction phases that may last several years and involve the investment of billions of dollars.

Delays in receiving required [removed: approvals or related to] [added: approvals,] litigation [added: and execution difficulties] have required us and could in the future require us to delay or abandon certain projects, which may result in higher costs, lower returns, the loss of invested proceeds, and reputational damage.

We have in the past and may in the future encounter difficulties related to the development of projects that may result in delays, scope changes and additional [removed: costs.][added: costs, or project cancellations.]

These financing arrangements may require that we comply with certain performance requirements which, if not met, could result in default and restructuring costs or other [removed: losses.][added: losses, as well as potential acceleration of cash outflows.]

In addition, we are subject to laws and sanctions imposed by the U.S. and other jurisdictions where we do business that may prohibit us, or certain of our affiliates, from doing business in certain [removed: countries,] [added: countries] or [added: with certain customers or] restricting the kind of business that we may conduct.

Any of the attacks, breaches or other disruptions or damage described above could: interrupt our operations at one or more sites; delay production and shipments; result in the theft of our and our customers’ intellectual property and trade secrets; damage customer and business partner relationships and our reputation; result in defective products or services, physical damage to facilities, pipelines or delivery systems, including those we own or operate for third [removed: parties,] [added: parties; result in] legal claims and proceedings, [added: including] liability and penalties under [added: applicable] privacy [removed: laws, or] [added: laws; lead to] increased costs for security and remediation; or raise concerns regarding our internal control environment and internal control over financial reporting.

A disruption in [added: raw material sources or] the supply of [removed: energy, components,] [added: energy] or [removed: raw materials,] [added: components,] whether due to market conditions, legislative or regulatory actions, natural disasters, public health crises and pandemics, or other disruption, could prevent us from meeting our contractual commitments and harm our business and financial results.

Lower [added: or higher] natural gas production resulting from natural gas pricing dynamics, supplier operating or transportation issues, or other [removed: interruptions in sales from] [added: changes to the global supply of] crude helium [removed: suppliers,] can [removed: reduce our supplies of crude] [added: affect pricing for] helium [removed: available] for [removed: processing and resale to customers.][added: our customers, which can adversely affect our results of operations.]

New technologies create performance risks that could impact our financial results or [removed: reputation.][added: reputation, and failure to develop new technologies may harm our competitive position.]

Existing [removed: technologies] [added: technologies, including those procured exclusively from third-party suppliers,] are being implemented in products and designs or at scales beyond our experience base.

Additionally, there is also a risk that our new technologies may become obsolete and be replaced by other market [removed: alternatives.][added: alternatives, or that new technologies may not become commercially accepted.]

Some of our operations are within jurisdictions that have or are developing regulatory regimes governing disclosure of GHG emissions, including CO2, [removed: such as the European Union's CSRD, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and similar regulations under consideration by the SEC,] which may lead to direct and indirect costs on our operations.

Although uncertain, these developments could increase our costs related to consumption of electric power, hydrogen [added: (including clean hydrogen)] production, and application of our gasification [removed: technology, although these developments may be mitigated by our growth strategy focused on world-scale clean hydrogen projects.][added: technology.]

In addition, [added: certain of] our [removed: growth strategy is] [added: projects are] partially dependent on a regulatory environment that favors technologies focused on limiting the impact of climate change, in particular toward the production and distribution of clean hydrogen.

For example, we anticipate benefits from tax incentives created by the U.S. Inflation Reduction Act of 2022 for carbon sequestration and clean hydrogen production in future years once our projects in these areas come on-stream in the U.S. If there is a reversal in the regulatory environment or a discontinuation or reduction of incentives or benefits for the development of technologies limiting the impact of climate change, particularly those focused on low- and zero-carbon hydrogen production, [added: or significant uncertainty regarding such efforts, certain of our projects may be threatened and for completed projects] demand for our products may be less than we anticipate and certain projects [removed: and our long-term growth strategy] could be adversely affected.

[removed: Any such occurrence] [added: Further negative regulatory developments] could adversely affect our projected returns, which [added: could lead us to re-evaluate certain projects and] may harm our business and financial performance.

In addition, the increasing number of experienced employees becoming retirement-eligible [removed: and our company headcount growth further amplify] [added: amplifies] this challenge.

The number of our employees has grown both internationally and in the United States, with our total headcount increasing from approximately 16,300 at the end of fiscal 2018 to [added: as high as] approximately 23,000 [removed: at the end of] [added: in] fiscal 2024.

Our results of operations have been and in the future could be adversely affected by increased costs due to increased competition for skilled talent in the [removed: market.][added: market as well as by actions we have taken to manage the size of our workforce.]

Changes in global and regional economic conditions may impact our ability to obtain financing or increase the cost of obtaining financing which may adversely impact our operations and financial results.

Volatility and disruption in the U.S., European and global credit, capital, and money markets could increase the costs for or make it more difficult for us to obtain financing for our operations, potentially impacting our cash flows or creating financial risks.

In addition, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies.

A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing.

Further, if we are unsuccessful in developing new technologies, including development and application of artificial intelligence, our development activities do not keep pace with those of our competitors, or if we do not create new technologies that benefit customers, our competitive position and operating results may be negatively affected.

Risks related to pension benefit plans may adversely impact our results of operations and cash flows.

Pension benefits represent significant financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements.

Because of the uncertainties involved in estimating the timing and amount of future payments and asset returns, significant estimates are required to calculate pension expense and liabilities related to our plans.

We utilize the services of third-party actuaries, whose models support these calculations.

In addition to complying with local regulatory requirements for recognizing pension expense, liabilities, and cash flows, several key assumptions are used in the actuarial models to calculate pension expense and liability amounts recorded in the consolidated financial statements as well as the amounts that we contribute to such plans.

These assumptions include, but are not limited to, discount rates, expected long-term rates of return on plan assets, and demographic factors.

Changes in actuarial assumptions, interest and inflation rates, and volatility in capital markets may adversely impact the valuation of pension liabilities and the performance of asset portfolios.

Additionally, significant changes in actual investment returns on pension assets, discount rates, or regulatory developments could impact future results of operations and required pension contributions.

For example, in fiscal year 2025, we cancelled a project to build a green liquid hydrogen project in the U.S., based in part on a regulatory development that rendered existing hydroelectric power supply ineligible for the Clean Hydrogen Production Tax Credit (45V) and incurred a significant impairment charge for the amount that we had invested in the project.

However, we have been taking actions since that time to reduce the size of our workforce and currently expect headcount to stabilize at approximately 20,000 at the end of fiscal 2026 as we complete certain projects and complete actions to right-size the organization.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

Actions of activist shareholders may be disruptive and costly.

While we value constructive feedback from our investors and regularly engage in dialogue with them on various matters, the Company may nonetheless be subject to actions or proposals from activist shareholders that may not align with our business strategies or the interests of our other shareholders.

An activist investor, Mantle Ridge L.P. and certain of its affiliates (together, "Mantle Ridge") recently nominated a slate of nine director candidates to stand for election at the Company’s 2025 Annual Meeting of Shareholders and on 19 November 2024, Mantle Ridge filed a preliminary proxy statement with the SEC indicating its intention to solicit proxies on behalf of its nominees.

Because Mantle Ridge nominated a full slate of nine directors, if all or a majority of Mantle Ridge's nominees are elected, Mantle Ridge would gain control of the Company without paying a premium to shareholders.

The Board of Directors accordingly concluded that Mantle Ridge's proposal should be decided by the shareholders of the Company and not by the Board.

The resulting proxy contest could be costly and time consuming for the Company and may divert management’s and our Board’s attention and resources from our business.

In addition, if nominees advanced by Mantle Ridge are elected to our Board with a specific agenda, it may adversely affect our ability to effectively and timely implement our growth strategy, which could have an adverse effect on our business and our results of operations and financial condition.

If a sufficient number of Mantle Ridge's nominees are elected, it may be deemed to constitute a change in control under certain of our material contracts and agreements.

As a result of these factors, the proxy contest may cause significant fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Even if we are successful in this proxy contest, we may incur significant expenses.

In addition, perceived uncertainties as to our future direction, strategy, or leadership created by the proxy contest may result in the loss of business opportunities and make it more difficult to attract and retain investors, customers, employees, and other business partners.

We cannot predict the outcome or timing of any matters relating to the anticipated proxy contest or the ultimate impact that such matters may have on our business, liquidity, financial condition, or results of operations.

| [Business [removed: Overview](#i81a6c7b1aa154edda95d8bb8e734184e_52)] [added: Overview](#i6c5d80e205be49368cbb0bd080310540_49)] | | | [removed: [28](#i81a6c7b1aa154edda95d8bb8e734184e_52)] [added: [29](#i6c5d80e205be49368cbb0bd080310540_49)] | | |

| [Results of [removed: Operations](#i81a6c7b1aa154edda95d8bb8e734184e_61)] [added: Operations](#i6c5d80e205be49368cbb0bd080310540_58)] | | | [removed: [31](#i81a6c7b1aa154edda95d8bb8e734184e_61)] [added: [33](#i6c5d80e205be49368cbb0bd080310540_58)] | | |

| [Reconciliations of Non-GAAP Financial [removed: Measures](#i81a6c7b1aa154edda95d8bb8e734184e_64)] [added: Measures](#i6c5d80e205be49368cbb0bd080310540_61)] | | | [removed: [37](#i81a6c7b1aa154edda95d8bb8e734184e_64)] [added: [42](#i6c5d80e205be49368cbb0bd080310540_61)] | | |

| [Liquidity and Capital [removed: Resources](#i81a6c7b1aa154edda95d8bb8e734184e_79)] [added: Resources](#i6c5d80e205be49368cbb0bd080310540_76)] | | | [removed: [43](#i81a6c7b1aa154edda95d8bb8e734184e_79)] [added: [49](#i6c5d80e205be49368cbb0bd080310540_76)] | | |

| [Pension [removed: Benefits](#i81a6c7b1aa154edda95d8bb8e734184e_82)] [added: Benefits](#i6c5d80e205be49368cbb0bd080310540_79)] | | | [removed: [47](#i81a6c7b1aa154edda95d8bb8e734184e_82)] [added: [54](#i6c5d80e205be49368cbb0bd080310540_79)] | | |

| [Critical Accounting Policies and [removed: Estimates](#i81a6c7b1aa154edda95d8bb8e734184e_85)] [added: Estimates](#i6c5d80e205be49368cbb0bd080310540_82)] | | | [removed: [49](#i81a6c7b1aa154edda95d8bb8e734184e_85)] [added: [56](#i6c5d80e205be49368cbb0bd080310540_82)] | | |

Unless otherwise stated, [removed: financial information is presented] [added: amounts discussed are] in millions of U.S. Dollars, except for per share [removed: data.][added: data, which is calculated and presented on a diluted basis in U.S. Dollars per weighted average common share.]

[removed: Except for net income, which includes the results of discontinued operations, financial] [added: Financial] information is presented on a continuing operations basis.

We present certain financial measures on an [removed: "adjusted,"] [added: "adjusted",] or [removed: "non-GAAP,"] [added: "non-GAAP",] basis because we believe such measures, when viewed together with financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance.

For each non-GAAP financial measure, including adjusted [removed: diluted] [added: operating income, adjusted operating margin, adjusted] earnings per share ("EPS"), adjusted EBITDA, adjusted [removed: EBITDA margin, adjusted] effective tax rate, and capital expenditures, we present a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.

These reconciliations and explanations regarding the use of non-GAAP [added: financial] measures are presented under the “*Reconciliations of Non-GAAP Financial Measures*” section beginning on page [removed: [37](#i81a6c7b1aa154edda95d8bb8e734184e_64).][added: [42](#i6c5d80e205be49368cbb0bd080310540_61).]

Comparisons included in the discussion that follows are for fiscal year [removed: 2024] [added: 2025] versus ("vs.") fiscal year [removed: 2023.][added: 2024.]

A discussion of changes from fiscal year [removed: 2022] [added: 2023] to fiscal year [removed: 2023] [added: 2024] and other financial information related to fiscal year [removed: 2022] [added: 2023] is available in [Part II, Item [removed: 7,](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-20230930.htm#i4d625662c329411fbec3449fce3cd3a4_46) *[Management’s] [added: 7,](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-20240930.htm#i81a6c7b1aa154edda95d8bb8e734184e_49) [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-20230930.htm#i4d625662c329411fbec3449fce3cd3a4_46)*,] [added: Operations](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-20240930.htm#i81a6c7b1aa154edda95d8bb8e734184e_49),] of our Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2023,] [added: 2024,] which was filed with the SEC on [removed: 16] [added: 21] November [removed: 2023.][added: 2024.]

[removed: Founded in 1940,] Air Products and Chemicals, [removed: Inc.] [added: Inc., a Delaware corporation founded in 1940,] is a world-leading industrial gases company that has built a reputation for its [removed: innovative culture,] [added: innovation,] operational excellence, and commitment to safety and [removed: the environment.][added: environmental stewardship.]

Focused on serving energy, environmental, and emerging [removed: markets, we are committed to] [added: markets and] generating a cleaner [removed: future by offering] [added: future, we offer] products and services that [removed: enable our customers to] improve [removed: their environmental performance, product quality,] [added: our customers’ operations] and [removed: productivity.][added: sustainability.]

[removed: Our core industrial gases business provides essential gases, related equipment, and applications expertise to customers in dozens] [added: We serve a broad range] of industries, including refining, chemicals, metals, electronics, manufacturing, medical, and [removed: food.][added: food, providing essential industrial gases, related equipment, and applications expertise.]

We also develop, engineer, build, own, and operate some of the [removed: world's] [added: world’s] largest clean hydrogen projects [removed: that will support] [added: supporting] the transition to low- and zero-carbon [removed: energy] [added: energy, particularly] in [removed: the] industrial [added: applications] and [added: the] heavy-duty transportation [removed: sectors.][added: sector.]

[removed: Through] [added: Additionally,] our sale of equipment [removed: businesses, we also] [added: businesses] provide [added: specialized products such as] turbomachinery, membrane systems, and cryogenic containers [removed: globally.][added: to customers worldwide.]

[removed: Our results of operations for the periods presented in] [added: In fiscal year 2024,] this [removed: Annual Report on Form 10-K include] [added: segment also included] the results of our former liquefied natural gas ("LNG") process technology and equipment business, which we sold to Honeywell International Inc. on 30 September 2024.

Refer to Note [removed: 4, *Gain on Sale of Business*,] [added: 6, *Acquisitions and Divestitures*,] to the consolidated financial statements for additional information.

[removed: Additionally, at the end of September, we recognized] [added: Operating income in fiscal year 2024 included] a [removed: gain of approximately] $1.6 billion [removed: in operating income] [added: pre-tax gain on the September 2024 sale of the LNG business] ($1.2 billion after tax, or $5.38 per [removed: share) upon completion of the sale of the LNG business.][added: share).]

[added: -] We believe providing a consistent dividend plays a critical part in the creation of shareholder value.

During fiscal year [removed: 2024,] [added: 2025,] we [added: marked our 43rd consecutive year of increasing our dividends and] returned approximately $1.6 billion to our shareholders through dividend payments.

[removed: Fiscal] [added: | Fiscal] Year [added: Ended 30 September | | | 2025 | | | | | |] 2024 [removed: Highlights][added: | | | | | | | | | | | | $ | | | %/bp | | | | | | | | | | | |]

[removed: -] Sales of [removed: $12.1] [added: $3.3] billion [removed: decreased 4%,] [added: increased 1%,] or [removed: $499.4, primarily due to 5% lower] [added: $46.7, as higher] energy cost [removed: pass-through, which] [added: pass-through to customers of 2%] was partially offset by [removed: 1% higher pricing.][added: lower pricing of 1%.]

[removed: Volume and currency were both] [added: Currency was] flat versus the prior year.

A summary table of changes in [removed: diluted] EPS is presented [removed: below.][added: on page [31](#i6c43be20e397408780b888b1263c1007_3757).]

| Fiscal Year Ended 30 September | | | [removed: 2024] | | | [removed: 2023] | | | [removed: Increase (Decrease)] | | | [added: 2025 | | | 2024 | | | | | |]

| Less: [removed: Diluted EPS from (loss) income] [added: Loss per share] from discontinued operations | | | [removed: (0.06)] [added: (0.04)] | | | [removed: 0.03] [added: (0.06)] | | | [removed: (0.09)] [added: 0.02] | | |

| [removed: %] [added: %] Change from prior [removed: year] [added: year] | | | | | | | | | [removed: 67] | | [removed: %] |

| Underlying [removed: business] [added: business:] | | | | | | | | | | | |

| Volume | | | [added: (4] | | [added: %)] | | | | [removed: $0.23] | | |

| Price, net of variable costs | | | | | | | | | [removed: 0.70] [added: 0.20] | | |

| Other costs | | | | | | | | | [removed: (0.08)] [added: (0.11)] | | |

| Currency | | | [added: —] | | [added: %] | | | | [removed: (0.09)] | | |

| Gain on sale of business | | | [added: (0.23)] | | | [added: (5.38)] | | | [removed: 5.38] [added: 5.15] | | |

[removed: | Business] [added: *Business] and [removed: asset actions | | | | | | | | | 0.72 | | |][added: Asset Actions*]

| Total Operating Items | | | | | | | | | [removed: $6.86] [added: ($19.15)] | | |

| [removed: Other] [added: Total Other] Items | | | | | | | | | [added: $0.17] | | |

| Equity affiliates' income | | | | | | | | | [removed: $0.16] [added: $0.03] | | |

| [2025 in Summary](#i6c5d80e205be49368cbb0bd080310540_52) | | | [30](#i6c5d80e205be49368cbb0bd080310540_52) | | |

| [Outlook](#i6c5d80e205be49368cbb0bd080310540_55) | | | [32](#i6c5d80e205be49368cbb0bd080310540_55) | | |

2025 IN SUMMARY

Fiscal year 2025 was a transitional year for Air Products, marked by a renewed focus on our core industrial gas business under the leadership of our new Chief Executive Officer, who joined the Company in February 2025.

We took decisive actions to reshape our portfolio, including the cancellation and descoping of several large energy transition projects, and enhance operations through targeted productivity initiatives.

We also sharpened our approach to capital deployment, emphasizing strict return thresholds, appropriate risk-sharing, and alignment with long-term customer relationships.

These efforts are helping to improve execution and support reductions in capital expenditures and debt over time.

Key results versus the prior year include:

Lower volumes primarily reflect the September 2024 LNG sale, lower global helium demand, and previously announced project exits, partially offset by higher on-sites and favorable non-helium merchant.

- Operating loss was $877.0 compared to operating income of $4.5 billion in fiscal year 2024.

The operating loss in fiscal year 2025 included approximately $3.7 billion in pre-tax charges related to business and asset actions ($3.0 billion after tax, or $13.68 per share).

- Adjusted operating income of $2.9 billion decreased 3%, or $89.8, due to lower volumes and higher costs, partially offset by higher non-helium pricing.

The higher costs were driven by fixed-cost inflation and depreciation, partially offset by productivity improvements across all segments.

- Equity affiliates' income of $647.7 was flat.

Increased contributions from affiliates in the Europe and Asia segments were offset by lower income from affiliates in the Corporate and other, Middle East and India, and Americas segments.

- Net loss was $354.4 compared to net income of $3.9 billion in fiscal year 2024.

- Adjusted EBITDA of $5.1 billion increased 1%, or $30.1.

- Loss per share of $1.74 was driven by an after-tax charge attributable to Air Products of $3.0 billion for business and asset actions recorded during fiscal year 2025.

On a non-GAAP basis, adjusted earnings per share ("EPS") was $12.03.

In the prior year, EPS was $17.24 and adjusted EPS was $12.43.

| Earnings (Loss) per share | | | ($1.77) | | | $17.18 | | | ($18.95) | | |

| Earnings (Loss) per share from continuing operations | | | ($1.74) | | | $17.24 | | | ($18.98) | | |

| Shareholder activism-related costs | | | | | | | | | (0.32) | | |

| Gain on sale of other assets(B) | | | | | | | | | 0.11 | | |

| Other Impacts | | | | | | | | | | | |

| Equity method investment impairment associated with business and asset actions(A) | | | | | | | | | (0.02) | | |

| Other | | | | | | | | | (0.09) | | |

| Change in effective tax rate, excluding discrete items below | | | | | | | | | (0.07) | | |

| Tax reform adjustment related to deemed foreign dividends | | | | | | | | | 0.16 | | |

| Tax on repatriation of foreign earnings | | | | | | | | | (0.14) | | |

| Weighted average diluted shares | | | | | | | | | (0.01) | | |

| Total Change | | | | | | | | | ($18.98) | | |

Change versus prior period is not meaningful due to materially higher charges for business and asset actions in fiscal year 2025.

The per share impact of these charges is primarily reflected in the "Operating Items" section in the table above.

(A)The per share impacts associated with charges for business and asset actions were calculated based on a total after-tax charge attributable to Air Products of approximately $3.0 billion ($13.68 per share).

The amount of the charges attributable to our noncontrolling partners was $10.7.

(B)Gain on the sale of a regional office in Hersham, England, is reflected on the consolidated income statements within "Other income (expense), net."

(C)The per share impact reflected within "Gain on de-designation of cash flow hedges" was calculated based on an after-tax gain attributable to Air Products of $7.2 ($0.03 per share) compared to a loss of $4.3 ($0.02 per share) in the prior year.

Amounts attributable to our noncontrolling partners were a gain of $17.6 and a loss of $10.6, respectively.

| Earnings (Loss) per Share | | | ($1.74) | | | $17.24 | | | ($18.98) | | |

| [2024 in Summary](#i81a6c7b1aa154edda95d8bb8e734184e_55) | | | [29](#i81a6c7b1aa154edda95d8bb8e734184e_55) | | |

| [Outlook](#i81a6c7b1aa154edda95d8bb8e734184e_58) | | | [31](#i81a6c7b1aa154edda95d8bb8e734184e_58) | | |

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

Approximately 23,000 passionate, talented, and committed employees from diverse backgrounds together are driven by Air Products’ higher purpose to create innovative solutions that benefit the environment, enhance sustainability, and reimagine what is possible to address the challenges facing customers, communities, and the world.

This divestiture, which does not qualify for presentation as a discontinued operation, reflects our commitment to our industrial gases and clean hydrogen growth strategy.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

2024 IN SUMMARY

Underlying results in our core industrial gases business were positive across our three largest regional segments, reflecting both merchant pricing gains and lower power costs in the Americas and Europe segments as well as favorable on-site volumes globally as we brought new plants onstream.

The favorable volumes in our on-site business, which contributed approximately half our annual consolidated sales, were partially offset by lower global demand for merchant products as well as lower equipment sales in our Corporate and other segment.

Additionally, the strategic productivity actions that we initiated in 2023 drove cost improvement across our organization, which partially offset higher costs resulting from inflation and increased planned maintenance activities.

We also recognized higher equity affiliates' income from our unconsolidated joint ventures, particularly in the Americas segment.

Strategic capital allocation is one of our top priorities at Air Products.

In addition to investing in our low- and zero-carbon hydrogen projects currently under construction, we continued to deploy capital in our core industrial gases business by investing in new industrial gas plants as well as maintaining and replacing existing facilities.

Divesting this non-core business reflects our continued focus on executing our growth strategy.

We also issued $2.5 billion of green senior notes to fund projects that are expected to have environmental benefits as defined under our Green Finance Framework.

These cash-generating actions will enable us to continue investing in projects that will provide clean hydrogen at scale to accelerate the energy transition while creating long-term value for our shareholders.

Comparisons presented in the highlights below are for fiscal year 2024 vs. fiscal year 2023.

- Operating income of $4.5 billion increased 79%, or $2.0 billion, primarily due to the $1.6 billion gain recognized on the sale of the LNG business during the fourth quarter of fiscal year 2024 as well as positive pricing, lower charges for business and asset actions, and favorable business mix, partially offset by an unfavorable impact from currency and higher costs.

Operating margin of 36.9% increased 1,710 basis points ("bp") from 19.8% in the prior year.

- Equity affiliates' income of $647.7 increased 7%, or $43.4, as higher income from affiliates in the Americas segment was partially offset by a lower contribution from an affiliate in Europe.

- Net income of $3.9 billion increased 65%, or $1.5 billion, and net income margin of 31.9% increased 1,330 bp from 18.6% in the prior year, in each case primarily due to the $1.2 billion after-tax gain recognized upon the sale of the LNG business at the end of the fourth quarter.

- Adjusted EBITDA of $5.0 billion increased 7%, or $344.5, and adjusted EBITDA margin of 41.7% increased 440 bp from 37.3% in the prior year.

- Diluted EPS of $17.24 increased 67%, or $6.94 per share, and adjusted diluted EPS of $12.43 increased 8%, or $0.92 per share.

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| Total Diluted EPS | | | $17.18 | | | $10.33 | | | $6.85 | | |

| Diluted EPS From Continuing Operations | | | $17.24 | | | $10.30 | | | $6.94 | | |

| Total Other Items | | | | | | | | | $0.09 | | |

| Total Change in Diluted EPS From Continuing Operations | | | | | | | | | $6.94 | | |

| Diluted EPS From Continuing Operations | | | $17.24 | | | $10.30 | | | $6.94 | | |

| Adjusted Diluted EPS From Continuing Operations | | | $12.43 | | | $11.51 | | | $0.92 | | |

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We have focused teams within Air Products executing the two pillars of our growth strategy, which are underpinned by our core competencies, technology, and more than 80 years of industrial gas experience, including over 65 years of hydrogen expertise.

Our employees are dedicated to the ongoing success of our core industrial gases business while we pursue strategic high growth opportunities in clean hydrogen.

In fiscal year 2025, we expect merchant pricing improvement as well as positive volume contributions from several smaller industrial gas on-site plants that are scheduled to come onstream.

Economic activity in China remains uncertain.

Additionally, we estimate an earnings per share headwind of approximately 4%, or $0.49, as a result of the LNG business divestiture.

We expect sustained performance and our ability to raise capital to meet the cash needs of our growth strategy while rewarding shareholders through increased dividends, as we have done for the past 42 consecutive years.

Beyond fiscal year 2025, we see significant opportunity in clean hydrogen driven by demand for decarbonization solutions such as the application of green hydrogen to meet Europe's emission reduction mandates across the heavy industrial and transport sectors, blue hydrogen in the form of blue ammonia to minimize the use of coal in Asia's power plants, as well as blue and green ammonia to directly power ships.

| Operating income | | | 4,466.1 | | | | | | 2,494.6 | | | | | | | | | | | | 1,971.5 | | | 79 | | % | | | | | | | | | |

| Net income margin | | | 31.9 | | % | | | | 18.6 | | % | | | | | | | | | | | | | 1,330 | | bp | | | | | | | | | |

Our net financial instrument position increased from a liability of [removed: $8,990.8] [added: approximately $13.9 billion] at 30 September [removed: 2023] [added: 2024] to a liability of [removed: $13,855.3] [added: approximately $17.2 billion] at 30 September [removed: 2024.][added: 2025.]

The increase was primarily due to the issuance of [removed: green] [added: Euro- and U.S. Dollar-denominated] senior [added: fixed-rate] notes [added: during the second and third quarters of fiscal year 2025,] as well as additional borrowings under the project financing associated with the NEOM Green Hydrogen Project as discussed in Note 3, *Variable Interest Entities*, to the consolidated financial statements.

Our debt portfolio as of 30 September [removed: 2023,] [added: 2025,] including the effect of currency and interest rate swap agreements, was composed of [removed: 80%] [added: 91%] fixed-rate debt and [removed: 20%] [added: 9%] variable-rate debt.

The sensitivity analysis related to the interest rate risk on the fixed portion of our debt portfolio assumes an instantaneous 100 bp parallel move in interest rates from the level at 30 September [removed: 2024,] [added: 2025,] with all other variables held constant.

A 100 bp increase in market interest rates would result in a decrease of [removed: $1,035] [added: $1,128] and [removed: $728] [added: $1,035] in the net liability position of financial instruments at 30 September [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

A 100 bp decrease in market interest rates would result in an increase of [removed: $1,197] [added: $1,290] and [removed: $845] [added: $1,197] in the net liability position of financial instruments at 30 September [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Based on the variable-rate debt included in our debt portfolio, including the interest rate swap agreements, a 100 bp increase in interest rates would result in an additional [removed: $19] [added: $16] and [removed: $21] [added: $19] of interest incurred per year at 30 September [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

A 100 bp decline in interest rates would lower interest incurred by [removed: $19] [added: $16] and [removed: $21] [added: $19] per year at 30 September [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The sensitivity analysis related to foreign currency exchange rates assumes an instantaneous 10% change in the foreign currency exchange rates from their levels at 30 September [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] with all other variables held constant.

A 10% strengthening or weakening of the functional currency of an entity versus all other currencies would result in a decrease or increase, respectively, of [removed: $408] [added: $565] and [removed: $308] [added: $408] in the net liability position of financial instruments at 30 September [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The primary currency pairs for which we have exchange rate exposure are the [removed: Euro] [added: Chinese Renminbi] and U.S. Dollar and [removed: Chinese Renminbi] [added: Euro] and U.S. Dollar.

We estimate that a 10% reduction in either the Chinese Renminbi or the Euro versus the U.S. Dollar would lower our annual operating income by approximately [removed: $55] [added: $50] and [removed: $25,] [added: $34,] respectively.

Aggregate principal amounts of Euro- and U.S. Dollar-denominated senior fixed-rate notes issued were €1.5 billion (approximately $1.6 billion) and $1.1 billion, respectively.

These increases were partially offset by the derecognition of long-term debt associated with the deconsolidation of BHIG and the repayment of €300 million (approximately $311) aggregate principal amount outstanding of our 1.000% Euro-denominated senior fixed-rate notes at maturity in February 2025.

For additional information regarding deconsolidation of BHIG, refer to Note 6, *Acquisitions and Divestitures*, to the consolidated financial statements.

The increase in sensitivity is primarily due to the issuance of the Euro-denominated senior fixed-rate notes noted above.

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The increase in sensitivity is primarily due to additional borrowings under the project financing associated with the NEOM Green Hydrogen Project.

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As used in this report, unless the context indicates otherwise, the terms “we,” “our,” “us,” the “Company,” "Air Products," or “registrant” include [added: our] controlled subsidiaries and [removed: affiliates of Air Products.][added: affiliates.]

Air Products and Chemicals, Inc., a Delaware corporation [removed: originally] founded in 1940, is a world-leading industrial gases company that has built a reputation for its [removed: innovative culture,] [added: innovation,] operational excellence, and commitment to safety and [removed: the environment.][added: environmental stewardship.]

Focused on serving energy, environmental, and emerging [removed: markets, we are committed to] [added: markets and] generating a cleaner [removed: future by offering] [added: future, we offer] products and services that [removed: enable our customers to] improve [removed: their environmental performance, product quality,] [added: our customers’ operations] and [removed: productivity.][added: sustainability.]

[removed: Our regional industrial gases business provides essential gases, related equipment, and applications expertise to customers in dozens] [added: We serve a broad range] of industries, including refining, chemicals, metals, electronics, manufacturing, medical, and [removed: food.][added: food, providing essential industrial gases, related equipment, and applications expertise.]

[removed: Through] [added: Additionally,] our sale of equipment [removed: businesses, we also] [added: businesses] provide [added: specialized products such as] turbomachinery, membrane systems, and cryogenic containers [removed: globally.][added: to customers worldwide.]

[added: Regional] Industrial Gases [removed: Business]

Our industrial gases business, which is organized and operated regionally in the Americas, Asia, Europe, and Middle East and India segments, produces and sells atmospheric gases such as oxygen, nitrogen, and [removed: argon;] [added: argon (primarily recovered by the cryogenic distillation of air);] process gases such as hydrogen, helium, carbon dioxide ("CO2"), carbon monoxide, and syngas (a mixture of hydrogen and carbon monoxide); and specialty gases.

Overall regional industrial gases sales constituted over 90% of consolidated sales in fiscal years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] approximately half of which were attributable to atmospheric gases.

Industrial gases are generally produced at or near the point of use [removed: given] [added: due to] the complexity and inefficiency of storing molecules at low temperatures.

The industrial gases business develops, builds, and operates equipment for the production [removed: or] [added: and] processing of gases.

Atmospheric gases are produced through various air separation processes, [removed: of which] [added: with] cryogenic distillation [removed: is] [added: being] the most prevalent, while process gases are produced by methods other than air separation.

To produce hydrogen, carbon monoxide, and syngas, steam methane reformers use natural gas as the primary raw material, while gasifiers use liquid and solid [removed: hydrocarbons as the primary raw material.][added: hydrocarbons.]

During fiscal year [removed: 2024, no] [added: 2025, we did not encounter] significant difficulties [removed: were encountered] in obtaining adequate supplies of power and natural gas.

Helium is produced as a byproduct of gases extracted from underground reservoirs, primarily natural gas [removed: as well as] [added: and] CO2 purified before resale.

We distribute [removed: gases] [added: product] to our industrial gas customers through [removed: different] [added: either our on-site or merchant] supply [removed: modes] [added: mode] depending on various [removed: factors] [added: factors,] including the customer's volume requirements and location.

- [removed: *On-Site Gases—*Supply] [added: *On-site Gases*— This supply] mode [removed: associated with customers, principally] [added: serves customers primarily] in the energy production and refining, chemical, metals, and electronics industries worldwide, [removed: that require] [added: where] large [added: and relatively consistent] volumes of [added: industrial] gases [removed: and have relatively constant demand.][added: are required.]

Gases are produced and supplied [removed: by] [added: through] large facilities [removed: we construct] [added: constructed] or [removed: acquire] [added: acquired] on or near [removed: the customers’ facilities] [added: customer facilities,] or by pipeline systems from [removed: centrally located] [added: centralized] production [removed: facilities.][added: locations.]

These sale of gas [removed: contracts] [added: arrangements] are generally governed by [added: long-term contracts ranging from] 15- to [removed: 20-year contracts.][added: 20-years.]

We also deliver smaller quantities of product through small on-site plants (cryogenic or non-cryogenic generators), [removed: typically via a] [added: generally under] 10- to 15-year [removed: sale of gas contract.][added: contracts.]

[removed: The contracts within] [added: Contracts in] this supply mode [removed: generally contain] [added: commonly include] fixed monthly charges and/or minimum purchase requirements with price escalation provisions that are typically based on external indices.

- *Merchant [removed: Gases—*Supply] [added: Gases*— This supply] mode [removed: for] [added: includes] liquid bulk and packaged gas products.

Liquid bulk [removed: product is] [added: gases are] delivered in [removed: bulk in] either liquid or gaseous form [removed: by] [added: via] tanker or tube trailer and stored, usually in its liquid state, in equipment that we typically design and install at the customer’s site for vaporizing into a gaseous state as needed.

This produces cleaner transportation fuels that can be used with other [removed: equipment, particularly in the developing hydrogen-for-mobility markets,] [added: equipment] to significantly reduce emissions that contribute to climate change.

[removed: Additionally, through the end of fiscal year 2024, our Corporate and other segment included our] [added: Our former] liquefied natural gas ("LNG") process technology and equipment [removed: business, which] [added: business] was [removed: sold] [added: included in the Corporate and other segment until its sale] to Honeywell International Inc. on 30 September 2024.

Refer to Note 4, *Gain on Sale of Business*, to the consolidated financial statements for additional [removed: information regarding the sale.][added: information.]

Our sale of equipment supply mode constituted less than 10% of consolidated sales in fiscal years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

[removed: Substantially all] [added: All of] our equity method investments are in foreign industrial gas producers, the largest of which operate in Algeria, China, India, Italy, Mexico, [removed: Saudi Arabia, South Africa,] and [removed: Thailand.][added: Saudi Arabia.]

As discussed under "Equity Affiliates" above, we also own non-controlling interests in entities operating in [removed: Africa,] Asia, Europe, Latin America, and the Middle East.

Financial information [removed: about] [added: related to] our foreign operations and investments [removed: is included] [added: can be found] in [added: the consolidated financial statements under] Note 10, *Equity Affiliates*; Note 24, *Income Taxes*; and Note 26, *Business Segment and Geographic [removed: Information*, to the consolidated financial statements.][added: Information*.]

[removed: Information about] [added: Details regarding] foreign currency translation [removed: is included under “Foreign Currency”] [added: are provided] in Note 1, *Basis of Presentation and Major Accounting Policies*, to the consolidated financial [removed: statements.][added: statements, under “Foreign Currency”.]

[removed: Information about our] [added: Our] exposure to currency fluctuations is [removed: included] [added: discussed] in Note 15, *Financial Instruments*, to the consolidated financial [removed: statements,] [added: statements] and [removed: in “Foreign Currency Exchange Rate Risk” included under] Item 7A, *Quantitative and Qualitative Disclosures About Market Risk*, [removed: of this Annual Report on Form 10-K.][added: under “Foreign Currency Exchange Rate Risk”.]

During fiscal year [removed: 2024,] [added: 2025,] we owned approximately [removed: 600] [added: 560] United States patents, approximately [removed: 3,200] [added: 2,650] foreign patents, and were a licensee under certain patents owned by others.

These include [removed: existing coverage under] the European Union Emission Trading System, the California Cap-and-Trade Program, China’s Emission Trading [removed: Scheme and its nation-wide expansion,] [added: Scheme,] and South Korea’s Emission Trading Scheme.

In Taiwan, enforcement of the Climate Change Response Act began in [removed: 2023 and a carbon fee was implemented effective 29 August 2024.][added: 2023.]

The European Union has issued the Corporate Sustainability Reporting Directive as well as the Corporate Sustainability Due Diligence Directive, and California has enacted the Climate Corporate Data Accountability Act and the Climate Related Financial Risk Act that will require [removed: reporting and third-party assurance of] GHG emissions [removed: information] [added: and climate-related financial risk reporting] for certain entities.

Increased public concern may result in more [removed: international, U.S. federal,] [added: international] and/or regional requirements to reduce or mitigate the effects of GHG emissions.

Expenditures for capital projects intended to control pollution from existing operating facilities as required under current environmental regulations were not material in fiscal years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

We do not expect material expenditures for these projects in fiscal year [removed: 2025.][added: 2026.]

As of 30 September [removed: 2024,] [added: 2025,] we had approximately [removed: 23,000] [added: 21,300] employees, [removed: of which] [added: with] over [removed: 95% were] [added: 99%] working full-time and approximately 75% [removed: were located] [added: based] outside the United States.

We [removed: have] [added: maintain] collective bargaining agreements with unions and works councils at certain [removed: locations that] [added: locations, which] expire [removed: on] [added: at] various [removed: dates] [added: times] over the next four years.

We also develop, engineer, build, own, and operate some of the world’s largest clean hydrogen projects supporting the transition to low- and zero-carbon energy, particularly in industrial applications and the heavy-duty transportation sector.

Hydrogen is a process gas that is typically produced by purifying byproduct sources obtained from chemical and petrochemical industries without carbon capture, commonly referred to as “gray hydrogen.” We primarily produce gray hydrogen.

In addition, we are advancing projects that produce low-carbon hydrogen from hydrocarbons with carbon capture (“blue hydrogen”) and carbon-free hydrogen from renewable energy (“green hydrogen”), such as the NEOM Green Hydrogen Project in Saudi Arabia.

In fiscal year 2025, we exited certain clean energy projects as discussed in Note 5, *Business and Asset Actions*, to the consolidated financial statements.

Despite these actions, we continue to see opportunity in clean energy and are pursuing focused investments in scalable, economically viable solutions that support long-term shareholder value.

Each sale of gas supply mode is described below:

Packaged gases customers receive small quantities of product delivered in either cylinders or dewars, with operations in Europe, Asia, and Latin America.

Sales of both liquid bulk and packaged gases do not include minimum purchase requirements, as they are governed by contracts and/or purchase orders that reflect the customer's specific needs.

These contracts contain stated terms that are generally five years or less.

Helium is used for its unique properties as an inert gas with an extremely low boiling point.

It is widely used in semiconductor and fiber optics manufacturing, MRI magnet cooling, and for purging and pressurizing rocket fuel systems in aerospace launches.

Additional applications include use in laboratories, cryogenics, and as a shielding gas in arc welding.

The LNG business generated operating income of approximately $135 million in fiscal year 2024 and $120 million in fiscal year 2023.

As a result of the sale, we recognized a pre-tax gain of approximately $1.6 billion during the fourth quarter of fiscal year 2024, reported within "Gain on sale of business" on our consolidated income statements.

This gain was not recorded in the results of the Corporate and other segment.

While seasonality does not materially affect our long-term performance, it may result in variability in quarterly financial results.

A carbon fee framework pursuant to that law has also been announced, with collections thereunder first scheduled for 2026, covering emissions generated in 2025.

In September 2025, the U.S. Environmental Protection Agency (“EPA”) issued a proposed rule to end federal mandatory GHG reporting for almost all sectors (including Subpart P that we are subject to); however, the rule is not yet final and timing is uncertain.

Additionally, in August 2025, the EPA issued a proposed rule to reconsider its 2009 Endangerment Finding rule (and a 2016 agency affirmation of that rule) that was the basis for subsequent actions to regulate certain GHGs under the federal Clean Air Act, including for new constructions and major modifications to existing facilities, as well as new motor vehicles.

We pursue opportunities to improve energy efficiency and lower emissions across our operations.

Additionally, our customers rely on our expertise to enhance their operations, boost efficiency, improve yields, and reduce their environmental footprint.

Our offerings include gases, equipment, technologies, and applications that enable our customers, and their customers, to improve their sustainability performance by avoiding GHG emissions, improving efficiency, allowing the use of by-product gases, and recycling resources between facilities.

We are focused on attracting, developing, and retaining a highly-skilled workforce that will deliver excellent service to our customers.

We strive to create a workforce that reflects our customers and the communities where we do business.

By embracing the experiences and perspectives within our talent pool and nurturing a culture grounded in respect and collaboration, we empower employees to confidently share ideas.

Approximately 15% of our global workforce is covered by these agreements.

We offer a variety of opportunities for employees to develop their capabilities, talents, and careers.

Employees choose learning and development goals aligned to roles and responsibilities that support current and expected future business needs.

We continue to invest in new learning platforms and learner-centric experiences that encourage employee development and skills retention.

Safety is a core operating principle at Air Products.

We view it as a fundamental responsibility to ensure that every employee returns home safe and healthy each day.

Our goal is zero accidents and incidents, and we are committed to continuously improving the safety and health of our employees, contractors, customers, and the communities where we operate.

By aligning our pay practices with business goals, we support the financial well-being of our workforce and reinforce our commitment to responsible corporate citizenship.

Sustainable and equitable pay is essential to fostering a workplace where employees feel valued and supported.

Our compensation practices are designed to ensure fairness and promote long-term economic stability for our workforce.

We are committed to ethical pay practices that align with our values of social responsibility, ensuring that all employees receive equitable compensation regardless of gender, race, religion, disability, age, or any other personal characteristic.

We strive to offer competitive pay in the local markets where we operate, balancing financial sustainability with our ability to attract and retain talent.

| Eduardo Menezes | | | 62 | | | Chief Executive Officer and Director (Principal Executive Officer) since February 2025. Prior to joining Air Products, Mr. Menezes served as Executive Vice President of Linde plc from 2018 to 2021, with responsibility for Europe, Middle East and Africa. Mr. Menezes previously served for over three decades in progressively senior roles at Praxair, Inc., prior to its acquisition by Linde in 2018. From 2012 through the time of the merger, Mr. Menezes served as an Executive Vice President of Praxair, with responsibility for its businesses in Asia, Europe, Mexico and South America, as well as for global hydrogen operations. Mr. Menezes also served from 2010 to 2011 as head of the North American Industrial Gases business and Praxair’s packaged gas business and from 2007 to 2010 as President of Praxair Europe. Mr. Menezes is a member of the Board of Directors and a member of the Executive Committee of the Board of Directors. | | |

| Matthew Lepore | | | 55 | | | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary since August 2025. Mr. Lepore previously served as Group General Counsel, President for Legal, Compliance and Insurance, Chief Compliance Officer, Chief Human Rights Officer and Corporate Secretary at BASF SE (Ludwigshafen am Rhein, Germany) since 2021, Senior Vice President and Global Head of Legal at BASF SE from 2018 to 2021, Senior Vice President and General Counsel, Chief Compliance Officer and Corporate Secretary of BASF Corporation (New Jersey) from 2014 to 2018, and Corporate Secretary and Chief Governance Officer at Pfizer Inc. from 2008 to 2014. | | |

With sustainability at its core, our two-pillar growth strategy includes the optimization and growth of our core industrial gases business while developing, engineering, building, owning, and operating some of the world’s largest clean hydrogen projects that will advance the transition to low- and zero-carbon energy in the industrial and heavy-duty transportation sectors.

The discussion that follows is based on these operations.

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To produce hydrogen, we purify byproduct sources obtained from the chemical and petrochemical industries.

We have historically produced hydrogen from hydrocarbons exclusively without carbon capture (known as "gray hydrogen"); however, we are also investing in projects that are intended to create a reliable and consistent world-scale source of low-carbon hydrogen produced from hydrocarbons with carbon capture (known as “blue hydrogen”) as well as carbon-free hydrogen produced from renewable energy (known as “green hydrogen”).

Our supply modes are as follows:

Liquid bulk sales are usually governed by three- to five-year contracts.

Packaged gas products are delivered in small quantities in either cylinders or dewars.

We operate packaged gas businesses in Europe, Asia, and Latin America.

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We have hydrogen fueling stations that support commercial markets as well as demonstration projects across the globe.

Helium is used in laboratories and healthcare for cooling and in other industries for pressurizing, purging, and lifting.

Our businesses are not subject to seasonal fluctuations to any material extent.

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In Singapore, the Carbon Pricing Tax Act was implemented effective 1 January 2019.

In addition, the U.S. Environmental Protection Agency requires mandatory reporting of GHG emissions and is regulating GHG emissions for new construction and major modifications to existing facilities.

In March 2024, the SEC issued final rules for "The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which would have required certain climate-related disclosures in our Annual Report on Form 10-K.

In April 2024, the SEC stayed the effectiveness of the final rules pending the outcome of certain legal challenges.

We see significant opportunities for hydrogen for mobility, low carbon intensity hydrogen production supporting the global energy transition, utilization of carbon capture technologies, including subsequent CO2 product use or sequestration, and gasification.

Sustainability is at the core of our higher purpose to bring people together to collaborate and innovate solutions to the world’s most significant energy and environmental sustainability challenges.

Our low- and zero-carbon hydrogen and other first mover projects demonstrate our commitment to making investments that will make a meaningful difference on climate issues, allowing us to support our customers’ sustainability journeys, conserve resources, and care for our employees and communities.

Our Sustainability Report details our strategy and the role our employees play in achieving our goals.

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Under 20% of our total workforce is covered by such agreements.

We believe our employees are our most valuable asset and are critical to our organization's success.

Our goal is to be the safest, most diverse, and most profitable industrial gas company in the world, providing excellent service to our customers.

Integral to our success is the continued development of our 4S culture (Safety, Speed, Simplicity and Self-Confidence) and the creation of a work environment where our employees feel that they belong and matter.

Our talent-related initiatives, including employee recruitment and development, diversity and inclusion, and compensation and benefits programs, focus on building and retaining the world-class talent to execute our two-pillar growth strategy and fulfill Air Products' higher purpose.

Safety is a core value and fundamental to our goal of being the safest, most diverse, and most profitable industrial gas company in the world.

We believe safety is a moral obligation, and we want our employees to return home to their families safe and healthy daily.

Our overarching safety goal is zero accidents and incidents.

We strive to continually improve the safety and health of our colleagues, contractors, customers, and host communities.

Diversity, Inclusion, and Belonging

Our 2024 Sustainability Report sets forth our announced goals to further increase the percentage of women and U.S. minorities in professional and managerial roles and the recruitment and talent development strategies we have in place to ensure we meet these ambitions.

By 2025, Air Products aims to achieve at least 28 percent female representation in the professional and managerial population globally, and at least 30 percent minority representation in that same population in the United States.

We established these goals following analysis of our global employee representation metrics and future talent needs, as well as assessing industry benchmarks and peer companies.

For more information on these initiatives and to access our most recently published Equal Employment Opportunity EEO-1 Report, please refer to our Diversity, Inclusion and Belonging website at www.airproducts.com/company/diversity.

As detailed in our 2024 Sustainability Report, in order to create an engaged workforce, individuals must be compensated fairly and equitably.

A work environment where employees know they belong and matter includes fair and equitable pay.

Presently there are 26 sites on which a final settlement [added: or remediation] has not been [removed: reached] [added: achieved] where we, usually along with others, have been designated [added: as] a potentially responsible party by [removed: the Environmental Protection Agency] [added: environmental authorities] or are otherwise engaged in investigation or remediation, including cleanup activity at certain of our [removed: current and] former [added: and current] manufacturing sites.

Additional information on our environmental exposure is included under Item 1, [removed: Business–Environmental Regulation,] [added: *Business*–*Environmental Regulation*,] and Note 19, *Commitments and Contingencies*, to the consolidated financial statements.

CADE imposed a civil fine of R$179.2 million (approximately [removed: $33 million at] [added: $34 as of] 30 September [removed: 2024)] [added: 2025)] on Air Products Brasil [removed: Ltda.][added: Ltda., which was based on a percentage of our total revenue in Brazil in 2003.]

[removed: On 6] [added: In] May 2014, our appeal was granted and the fine [removed: against Air Products Brasil Ltda.][added: was dismissed.]

[removed: Other than the matters discussed above, we] [added: We] do not currently believe there are any legal proceedings, individually or in the aggregate, that are reasonably possible to have a material impact on our financial condition, results of operations, or cash flows.

CADE appealed that ruling and in October 2025 the Supreme Court of Brazil rendered a judgment confirming the appellate ruling, which annulled the administrative proceeding and the fine imposed by CADE.

Under applicable law, no further remedies are available and the judgment is final.

This fine was based on a recommendation by a unit of the Brazilian Ministry of Justice, following an investigation beginning in 2003, which alleged violation of competition laws with respect to the sale of industrial and medical gases.

The fines are based on a percentage of our total revenue in Brazil in 2003.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

We have denied the allegations made by the authorities and filed an appeal in October 2010 with the Brazilian courts.

was dismissed.

CADE has appealed that ruling and the matter remains pending.

We, with advice of our outside legal counsel, have assessed the status of this matter and have concluded that, although an adverse final judgment after exhausting all appeals is possible, such a judgment is not probable.

As a result, no provision has been made in the consolidated financial statements.

In the event of an adverse final judgment, we estimate the maximum possible loss to be the full amount of the fine of R$179.2 million (approximately $33 million at 30 September 2024) plus interest accrued thereon until final disposition of the proceedings.

During the third quarter of fiscal year 2024, we settled a dispute regarding energy management charges related to a severe winter weather storm that impacted the U.S. Gulf Coast in February 2021.

As a result of the settlement, we recognized a gain of $7.7 million that is reflected within "Other income (expense), net" on our consolidated income statements for the fiscal year ended 30 September 2024.

We collected the settlement in full in July 2024.

| | | | For the fiscal year ended 30 September [removed: 2024] [added: 2025] | | |

[removed: ][added: ]

| [removed: 1.000%] [added: 2.950%] Euro Notes due [removed: 2025] [added: 2031] | | | [removed: APD25] [added: APD31] | | | New York Stock Exchange | | |

The aggregate market value of the voting stock held by non-affiliates of the registrant on 31 March [removed: 2024] [added: 2025] was approximately [removed: $53.7] [added: $65.6] billion.

The number of shares of common stock issued and outstanding as of 31 October [removed: 2024] [added: 2025] was [removed: 222,378,909.][added: 222,590,241.]

Portions of the registrant’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III.

For the fiscal year ended 30 September [removed: 2024][added: 2025]

| ITEM 1. | | | [removed: [BUSINESS](#i81a6c7b1aa154edda95d8bb8e734184e_19)] [added: [BUSINESS](#i6c5d80e205be49368cbb0bd080310540_16)] | | | [removed: [5](#i81a6c7b1aa154edda95d8bb8e734184e_19)] [added: [5](#i6c5d80e205be49368cbb0bd080310540_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i81a6c7b1aa154edda95d8bb8e734184e_22)] [added: FACTORS](#i6c5d80e205be49368cbb0bd080310540_19)] | | | [removed: [12](#i81a6c7b1aa154edda95d8bb8e734184e_22)] [added: [12](#i6c5d80e205be49368cbb0bd080310540_19)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i81a6c7b1aa154edda95d8bb8e734184e_25)] [added: COMMENTS](#i6c5d80e205be49368cbb0bd080310540_22)] | | | [removed: [20](#i81a6c7b1aa154edda95d8bb8e734184e_25)] [added: [21](#i6c5d80e205be49368cbb0bd080310540_22)] | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#i81a6c7b1aa154edda95d8bb8e734184e_28)] [added: [CYBERSECURITY](#i6c5d80e205be49368cbb0bd080310540_25)] | | | [removed: [21](#i81a6c7b1aa154edda95d8bb8e734184e_28)] [added: [22](#i6c5d80e205be49368cbb0bd080310540_25)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i81a6c7b1aa154edda95d8bb8e734184e_31)] [added: [PROPERTIES](#i6c5d80e205be49368cbb0bd080310540_28)] | | | [removed: [22](#i81a6c7b1aa154edda95d8bb8e734184e_31)] [added: [24](#i6c5d80e205be49368cbb0bd080310540_28)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i81a6c7b1aa154edda95d8bb8e734184e_34)] [added: PROCEEDINGS](#i6c5d80e205be49368cbb0bd080310540_31)] | | | [removed: [23](#i81a6c7b1aa154edda95d8bb8e734184e_34)] [added: [25](#i6c5d80e205be49368cbb0bd080310540_31)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i81a6c7b1aa154edda95d8bb8e734184e_37)] [added: DISCLOSURES](#i6c5d80e205be49368cbb0bd080310540_34)] | | | [removed: [24](#i81a6c7b1aa154edda95d8bb8e734184e_37)] [added: [25](#i6c5d80e205be49368cbb0bd080310540_34)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i81a6c7b1aa154edda95d8bb8e734184e_43)] [added: SECURITIES](#i6c5d80e205be49368cbb0bd080310540_40)] | | | [removed: [25](#i81a6c7b1aa154edda95d8bb8e734184e_43)] [added: [26](#i6c5d80e205be49368cbb0bd080310540_40)] | | |

| ITEM 6. | | | [removed: [RESERVED](#i81a6c7b1aa154edda95d8bb8e734184e_46)] [added: [RESERVED](#i6c5d80e205be49368cbb0bd080310540_43)] | | | [removed: [26](#i81a6c7b1aa154edda95d8bb8e734184e_46)] [added: [27](#i6c5d80e205be49368cbb0bd080310540_43)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i81a6c7b1aa154edda95d8bb8e734184e_49)] [added: OPERATIONS](#i6c5d80e205be49368cbb0bd080310540_46)] | | | [removed: [27](#i81a6c7b1aa154edda95d8bb8e734184e_49)] [added: [28](#i6c5d80e205be49368cbb0bd080310540_46)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i81a6c7b1aa154edda95d8bb8e734184e_88)] [added: RISK](#i6c5d80e205be49368cbb0bd080310540_85)] | | | [removed: [54](#i81a6c7b1aa154edda95d8bb8e734184e_88)] [added: [63](#i6c5d80e205be49368cbb0bd080310540_85)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i81a6c7b1aa154edda95d8bb8e734184e_91)] [added: DATA](#i6c5d80e205be49368cbb0bd080310540_88)] | | | [removed: [56](#i81a6c7b1aa154edda95d8bb8e734184e_91)] [added: [65](#i6c5d80e205be49368cbb0bd080310540_88)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i81a6c7b1aa154edda95d8bb8e734184e_211)] [added: DISCLOSURE](#i6c5d80e205be49368cbb0bd080310540_211)] | | | [removed: [123](#i81a6c7b1aa154edda95d8bb8e734184e_211)] [added: [148](#i6c5d80e205be49368cbb0bd080310540_211)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i81a6c7b1aa154edda95d8bb8e734184e_214)] [added: PROCEDURES](#i6c5d80e205be49368cbb0bd080310540_214)] | | | [removed: [123](#i81a6c7b1aa154edda95d8bb8e734184e_214)] [added: [148](#i6c5d80e205be49368cbb0bd080310540_214)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i81a6c7b1aa154edda95d8bb8e734184e_217)] [added: INFORMATION](#i6c5d80e205be49368cbb0bd080310540_217)] | | | [removed: [123](#i81a6c7b1aa154edda95d8bb8e734184e_217)] [added: [149](#i6c5d80e205be49368cbb0bd080310540_217)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i81a6c7b1aa154edda95d8bb8e734184e_220)] [added: INSPECTIONS](#i6c5d80e205be49368cbb0bd080310540_220)] | | | [removed: [123](#i81a6c7b1aa154edda95d8bb8e734184e_220)] [added: [149](#i6c5d80e205be49368cbb0bd080310540_220)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i81a6c7b1aa154edda95d8bb8e734184e_226)] [added: GOVERNANCE](#i6c5d80e205be49368cbb0bd080310540_226)] | | | [removed: [124](#i81a6c7b1aa154edda95d8bb8e734184e_226)] [added: [150](#i6c5d80e205be49368cbb0bd080310540_226)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i81a6c7b1aa154edda95d8bb8e734184e_229)] [added: COMPENSATION](#i6c5d80e205be49368cbb0bd080310540_229)] | | | [removed: [124](#i81a6c7b1aa154edda95d8bb8e734184e_229)] [added: [150](#i6c5d80e205be49368cbb0bd080310540_229)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i81a6c7b1aa154edda95d8bb8e734184e_232)] [added: MATTERS](#i6c5d80e205be49368cbb0bd080310540_232)] | | | [removed: [124](#i81a6c7b1aa154edda95d8bb8e734184e_232)] [added: [150](#i6c5d80e205be49368cbb0bd080310540_232)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i81a6c7b1aa154edda95d8bb8e734184e_235)] [added: INDEPENDENCE](#i6c5d80e205be49368cbb0bd080310540_235)] | | | [removed: [124](#i81a6c7b1aa154edda95d8bb8e734184e_235)] [added: [150](#i6c5d80e205be49368cbb0bd080310540_235)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i81a6c7b1aa154edda95d8bb8e734184e_238)] [added: SERVICES](#i6c5d80e205be49368cbb0bd080310540_238)] | | | [removed: [124](#i81a6c7b1aa154edda95d8bb8e734184e_238)] [added: [150](#i6c5d80e205be49368cbb0bd080310540_238)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i81a6c7b1aa154edda95d8bb8e734184e_244)] [added: SCHEDULES](#i6c5d80e205be49368cbb0bd080310540_244)] | | | [removed: [125](#i81a6c7b1aa154edda95d8bb8e734184e_244)] [added: [151](#i6c5d80e205be49368cbb0bd080310540_244)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i81a6c7b1aa154edda95d8bb8e734184e_247)] [added: SUMMARY](#i6c5d80e205be49368cbb0bd080310540_247)] | | | [removed: [125](#i81a6c7b1aa154edda95d8bb8e734184e_247)] [added: [151](#i6c5d80e205be49368cbb0bd080310540_247)] | | |

| [INDEX TO [removed: EXHIBITS](#i81a6c7b1aa154edda95d8bb8e734184e_250)] [added: EXHIBITS](#i6c5d80e205be49368cbb0bd080310540_250)] | | | | | | [removed: [126](#i81a6c7b1aa154edda95d8bb8e734184e_250)] [added: [152](#i6c5d80e205be49368cbb0bd080310540_250)] | | |

Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” "future," “goal,” “intend,” “may,” “outlook,” “plan,” [removed: “positioned,”] [added: “position,”] “possible,” “potential,” “project,” “should,” “target,” “will,” “would,” and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements.

Forward-looking statements may relate to a number of matters, including expectations regarding revenue, margins, expenses, earnings, tax provisions, cash flows, pension obligations, share repurchases or other statements regarding economic conditions or our business outlook; statements regarding capital expenditures and plans, projects, [added: investment opportunities,] strategies and objectives for our future operations, including our ability to win new projects and execute the projects in our backlog; and statements regarding our expectations with respect to pending legal claims or disputes.

- our ability to [added: safely and effectively] develop, implement, and operate new technologies and to market products produced utilizing new technologies;

- the [added: commencement and] success of [added: any] productivity and operational improvement programs.

| 3.250% Euro Notes due 2032 | | | APD32B | | | New York Stock Exchange | | |

| 3.450% Euro Notes due 2037 | | | APD37 | | | New York Stock Exchange | | |

| [SIGNATURES](#i6c5d80e205be49368cbb0bd080310540_253) | | | | | | [155](#i6c5d80e205be49368cbb0bd080310540_253) | | |

| [SIGNATURES](#i81a6c7b1aa154edda95d8bb8e734184e_253) | | | | | | [129](#i81a6c7b1aa154edda95d8bb8e734184e_253) | | |

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

The Company has implemented a thorough cybersecurity program for assessing, identifying, and managing material risks from cybersecurity threats as a fully integrated component of the Company's overall Enterprise Risk Management [removed: ("ERM").][added: ("ERM") process.]

In fiscal year [removed: 2024,] [added: 2025,] we achieved our primary cybersecurity risk management objective of having no material cybersecurity incidents.

These frameworks include the International Society of Automation and the International Electrotechnical Commission standards for industrial [removed: automation,] [added: automation (ISA 62443) and information security (ISO 27001),] as well as the National Institute of Standards and [removed: Technology.][added: Technology Cybersecurity Framework (NIST CSF).]

Our cybersecurity program includes [added: risk-based] procedures for the detection, analysis, and mitigation of cybersecurity incidents.

Incidents are reported internally to senior management, the Board or the Board's Audit and Finance Committee, as appropriate based on [removed: the potential severity of the incident.][added: this framework.]

As part of the Company’s information security training program, all employees participate in various cybersecurity awareness activities, including an annual Information Security Awareness training module and monthly simulated [added: email] phishing events.

[removed: We] [added: In addition to our internal resources, we] leverage third-party service partners to expand the capabilities of our cybersecurity program.

This may include testing [removed: of] the program’s protection measures as well as services for incident detection, investigation, and recovery.

For a discussion of risks related to potential cybersecurity incidents, please refer to Item 1A, *Risk [removed: Factors*,] [added: Factors - Risks Related to Our Business - Risks related to the approval, execution, and operation] of [added: our projects, particularly with respect to our largest projects, may adversely affect our operations or results of operations*, of] this Annual Report on Form 10-K.

Our CIO is a member of the Company’s [removed: Management Board] [added: senior executive leadership team] and is responsible for the administration of the cybersecurity risk management program.

Under the direction of our CIO, our CISO [removed: leads] [added: oversees] the [removed: execution] [added: development and implementation] of [removed: the] [added: our enterprise-wide] cybersecurity risk management [removed: program for our] [added: program, ensuring the protection of both] enterprise and operational technology systems.

This program involves relevant employees as well as third-party subject matter experts who collaborate to identify and proactively address risks.

In fiscal year 2025, Air Products conducted a comprehensive internal audit of its cybersecurity program to evaluate the effectiveness of controls across enterprise information technology, operational technology, and pipeline environments.

In many cases, our agreements include requirements for suppliers and other service providers to notify us if they suffer a cybersecurity incident that may affect us.

Our CISO joined the Company in 2025 with an extensive background in cybersecurity strategy, governance, risk, compliance, and data protection.

Prior to joining Air Products, our CISO spent over 25 years in executive security and operations management across the industrial manufacturing, software, and financial services industries.

Our CISO maintains professional certifications in cybersecurity and information management, including as a Certified Chief Information Security Officer, Certified Information Systems Security Professional, and Certified Information Systems Manager.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

Our CISO is a seasoned cybersecurity executive with over 30 years of broad digital technology experience at Air Products.

Our CISO has experience in leading global enterprise and operational technology cybersecurity programs, maintains a Certified Information Systems Security Professional certification, and has completed CISO executive education at Carnegie Mellon University.

Our CISO has announced his intention to retire at the end of December 2024.

The Company expects to appoint a successor in the near future.

Air Products and Chemicals, Inc. owns its principal administrative offices located at the Company's global headquarters and co-located research and development facility in Allentown, Pennsylvania, as well as regional offices in [removed: Hersham, England;] Medellin, Colombia; and Santiago, Chile.

We lease administrative offices in the United States, Canada, [added: England,] Spain, Malaysia, and China, primarily for our Finance and Business Services organization.

Our Americas segment operates from approximately [removed: 465] [added: 445] production and distribution facilities in North and South America.

Of these facilities, approximately [removed: 25%] [added: 20%] are located on owned property.

Management and sales support is based in our Allentown, Medellin, and Santiago offices referred to above, and at approximately [removed: 20] [added: 30] leased properties located throughout North and South America.

We have sufficient property rights and permits for the ongoing operation of our pipeline systems in China, South Korea, Taiwan, Malaysia, [removed: Singapore,] and Indonesia.

Management and sales support for this business segment is based in Shanghai, China, and Kuala Lumpur, Malaysia, and in approximately [removed: 35] [added: 30] leased office locations throughout the region.

We have sufficient property rights and permits for the ongoing operation of our pipeline systems in the Netherlands, the United Kingdom, Belgium, [removed: France,] and [removed: Germany.][added: France.]

Management and sales support for this business segment is based in [removed: Hersham,] [added: Chertsey,] England; and Barcelona, Spain; and at approximately [removed: 15] [added: 20] leased regional office sites and 15 leased local office sites throughout the region.

Our Middle East and India segment operates from approximately [removed: 15] [added: 20] production and distribution facilities throughout the region, all of which are leasehold properties.

Helium is processed at multiple sites in the United [removed: States] [added: States, Algeria,] and [removed: then distributed to] [added: Qatar,] and [removed: from] [added: distributed globally through a network of] transfill [removed: sites globally.][added: sites.]

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

Prior to its sale on 30 September 2024, the LNG business operated a manufacturing facility in Florida in the United States with management, engineering, and sales support based in the Allentown offices referred to above.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

As of 31 October [removed: 2024,] [added: 2025,] there were [removed: 4,238] [added: 4,036] record holders of our common stock.

We have increased our quarterly dividend for [removed: 42] [added: 43] consecutive years.

Dividend information for each quarter of fiscal years [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] is summarized below:

| Fourth quarter | | | [removed: $1.77] [added: $1.79] | | | [removed: $1.75] [added: $1.77] | | |

| Third quarter | | | [removed: 1.77] [added: 1.79] | | | [removed: 1.75] [added: 1.77] | | |

| Second quarter | | | [removed: 1.77] [added: 1.79] | | | [removed: 1.75] [added: 1.77] | | |

| First quarter | | | [removed: 1.75] [added: 1.77] | | | [removed: 1.62] [added: 1.75] | | |

| Total | | | [removed: $7.06] [added: $7.14] | | | [removed: $6.87] [added: $7.06] | | |

As of 30 September [removed: 2024,] [added: 2025,] $485.3 million in share repurchase authorization remained available.

[removed: ][added: ]

| | | | Sept [removed: 2019 | | | Sept] 2020 | | | Sept 2021 | | | Sept 2022 | | | Sept 2023 | | | Sept 2024 | | | [added: Sept 2025 | | |]

| Air Products & Chemicals, Inc. | | | 100 | | | [removed: 137 | | |] 120 | | | 112 | | | 140 | | | 150 | | | [added: 141 | | |]

| S&P 500 Index | | | 100 | | | [removed: 115 | | |] 150 | | | 126 | | | 154 | | | 210 | | | [added: 247 | | |]

| S&P 500 Materials Index | | | 100 | | | [removed: 112 | | |] 142 | | | 125 | | | 147 | | | 184 | | | [added: 176 | | |]

| | | | 2025 | | | 2024 | | |

| | | | 2024 | | | 2023 | | |

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

| [Management's Report on Internal Control Over Financial [removed: Reporting](#i81a6c7b1aa154edda95d8bb8e734184e_94)] [added: Reporting](#i6c5d80e205be49368cbb0bd080310540_91)] | | | [removed: [57](#i81a6c7b1aa154edda95d8bb8e734184e_94)] [added: [66](#i6c5d80e205be49368cbb0bd080310540_91)] | | |

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i81a6c7b1aa154edda95d8bb8e734184e_97)] [added: Firm](#i6c5d80e205be49368cbb0bd080310540_94)] (PCAOB ID No. 34) | | | [removed: [58](#i81a6c7b1aa154edda95d8bb8e734184e_97)] [added: [67](#i6c5d80e205be49368cbb0bd080310540_94)] | | |

| [Consolidated [added: Comprehensive] Income Statements – Fiscal Years Ended 30 September [removed: 2024 , 2023,] [added: 2025, 2024,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_100)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_100)] | | | [removed: [60](#i81a6c7b1aa154edda95d8bb8e734184e_100)] [added: [70](#i6c5d80e205be49368cbb0bd080310540_100)] | | |

| [Consolidated [removed: Comprehensive] Income Statements – Fiscal Years Ended 30 September [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_103)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_97)] | | | [removed: [61](#i81a6c7b1aa154edda95d8bb8e734184e_103)] [added: [69](#i6c5d80e205be49368cbb0bd080310540_97)] | | |

| [Consolidated Balance Sheets – 30 September [removed: 2024] [added: 2025] and [removed: 2023](#i81a6c7b1aa154edda95d8bb8e734184e_106)] [added: 2024](#i6c5d80e205be49368cbb0bd080310540_103)] | | | [removed: [62](#i81a6c7b1aa154edda95d8bb8e734184e_106)] [added: [71](#i6c5d80e205be49368cbb0bd080310540_103)] | | |

| [Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_109)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_106)] | | | [removed: [63](#i81a6c7b1aa154edda95d8bb8e734184e_109)] [added: [72](#i6c5d80e205be49368cbb0bd080310540_106)] | | |

| [Consolidated Statements of Equity – Fiscal Years Ended 30 September [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_112)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_109)] | | | [removed: [64](#i81a6c7b1aa154edda95d8bb8e734184e_112)] [added: [73](#i6c5d80e205be49368cbb0bd080310540_109)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i81a6c7b1aa154edda95d8bb8e734184e_115)] [added: Statements](#i6c5d80e205be49368cbb0bd080310540_112)] | | | [removed: [65](#i81a6c7b1aa154edda95d8bb8e734184e_115)] [added: [74](#i6c5d80e205be49368cbb0bd080310540_112)] | | |

Based on this evaluation, management concluded that, as of 30 September [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued its opinion on the Company’s internal control over financial reporting as of 30 September [removed: 2024] [added: 2025] as stated in its report which appears herein.

| [removed: Chairman, President,] [added: Chief Executive Officer] and [added: Director] | | | | | | | | | | | | Executive Vice President and | | |

| [removed: Chief] [added: (Principal] Executive [removed: Officer] [added: Officer)] | | | | | | | | | | | | Chief Financial Officer | | |

| [removed: 21 November 2024] [added: 2024] | | | | | | | | | | | | [removed: 21 November 2024] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries (the "Company") as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated income statements, comprehensive income statements, statements of equity, and statements of cash flows, for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Critical Audit [removed: Matters][added: Matter]

In addition, certain on-site industrial gas contracts contain complex terms and provisions such as tolling arrangements, minimum payment requirements, [removed: pricing provisions,] and [removed: variable components] [added: pricing provisions] that are specific to a customer arrangement.

These arrangements may require greater judgment in determining when contractual requirements have been met, impacting the [removed: timing and] amount of revenue to be recorded.

- We tested the effectiveness of the Company’s controls related to the amount [removed: and timing] of revenue recognition, including controls over the evaluation of complex terms and provisions in certain on-site industrial gas customer contracts.

- We evaluated the terms included within original customer contracts and related amendments to assess the accounting for provisions such as minimum payment requirements, pricing provisions, [removed: settlement terms,] and [removed: variable components] [added: settlement terms] that require management to apply judgment in determining revenue recognition associated with the contract.

- We inquired of personnel who oversee [removed: operations, customer relations,] [added: operations] and revenue recognition as to the presence of contract amendments, and interpretation of contract terms.

| *(Millions of U.S. Dollars, except for share and per share data)* | | | | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Sales | | | | | | [removed: $12,100.6] [added: $12,037.3] | | | [removed: $12,600.0] [added: $12,100.6] | | | [removed: $12,698.6] [added: $12,600.0] | | |

| Cost of sales | | | | | | [removed: 8,168.7] [added: 8,256.0] | | | [removed: 8,833.0] [added: 8,168.7] | | | [removed: 9,338.5] [added: 8,833.0] | | |

| Selling and administrative expense | | | | | | [removed: 942.4] [added: 906.1] | | | [removed: 957.0] [added: 942.4] | | | [removed: 900.6] [added: 957.0] | | |

| Research and development expense | | | | | | [removed: 100.2] [added: 96.3] | | | [removed: 105.6] [added: 100.2] | | | [removed: 102.9] [added: 105.6] | | |

| Gain on sale of business | | | | | | [removed: 1,575.6] [added: 67.3] | | | [removed: —] [added: 1,575.6] | | | — | | |

| Business and asset actions | | | | | | [removed: 57.0] [added: 3,747.0] | | | [removed: 244.6] [added: 57.0] | | | [removed: 73.7] [added: 244.6] | | |

| Other income (expense), net | | | | | | [removed: 58.2] [added: 110.1] | | | [removed: 34.8] [added: 58.2] | | | [removed: 55.9] [added: 34.8] | | |

| Operating [removed: Income] [added: Income (Loss)] | | | | | | [removed: 4,466.1] [added: (877.0)] | | | [removed: 2,494.6] [added: 4,466.1] | | | [removed: 2,338.8] [added: 2,494.6] | | |

| Equity affiliates' income | | | | | | 647.7 | | | [removed: 604.3] [added: 647.7] | | | [removed: 481.5] [added: 604.3] | | |

| Interest expense | | | | | | [removed: 218.8] [added: 214.0] | | | [removed: 177.5] [added: 218.8] | | | [removed: 128.0] [added: 177.5] | | |

| Other non-operating income (expense), net | | | | | | [removed: (73.8)] [added: 2.6] | | | [removed: (39.0)] [added: (73.8)] | | | [removed: 62.4] [added: (39.0)] | | |

| Income [added: (Loss)] From Continuing Operations Before Taxes | | | | | | [removed: 4,821.2] [added: (440.7)] | | | [removed: 2,882.4] [added: 4,821.2] | | | [removed: 2,754.7] [added: 2,882.4] | | |

| Income tax [removed: provision] [added: expense (benefit)] | | | | | | [removed: 944.9] [added: (94.3)] | | | [removed: 551.2] [added: 944.9] | | | [removed: 500.8] [added: 551.2] | | |

| Income [added: (Loss)] From Continuing Operations | | | | | | [removed: 3,876.3] [added: (346.4)] | | | [removed: 2,331.2] [added: 3,876.3] | | | [removed: 2,253.9] [added: 2,331.2] | | |

| [removed: (Loss)] Income [added: (Loss)] from discontinued operations, net of tax | | | | | | [removed: (13.9)] [added: (8.0)] | | | [removed: 7.4] [added: (13.9)] | | | [removed: 12.6] [added: 7.4] | | |

| Net [removed: Income] [added: Income (Loss)] | | | | | | [removed: 3,862.4] [added: (354.4)] | | | [removed: 2,338.6] [added: 3,862.4] | | | [removed: 2,266.5] [added: 2,338.6] | | |

| /s/ Eduardo F. Menezes | | | | | | | | | | | | /s/ Melissa N. Schaeffer | | |

| Eduardo F. Menezes | | | | | | | | | | | | Melissa N. Schaeffer | | |

| 20 November 2025 | | | | | | | | | | | | 20 November 2025 | | |

November 20, 2025

| Shareholder activism-related costs | | | | | | 86.3 | | | — | | | — | | |

| Assets held for sale | | | 427.7 | | | — | | |

| Liabilities held for sale | | | 50.5 | | | — | | |

Refer to Note 3, *Variable Interest Entities*, for additional information regarding the NEOM Green Hydrogen Company joint venture.

| Tax reform repatriation | | | (34.9) | | | — | | | — | | |

| Net income (loss) | | | | | | — | | | — | | | (394.5) | | | — | | | — | | | (394.5) | | | 40.1 | | | (354.4) | | |

| Other comprehensive income (loss) | | | | | | — | | | — | | | — | | | (60.1) | | | — | | | (60.1) | | | 65.1 | | | 5.0 | | |

| Balance as of 30 September 2025 | | | | | | $249.4 | | | $1,306.5 | | | $17,558.6 | | | ($2,087.8) | | | ($2,001.8) | | | $15,024.9 | | | $2,324.9 | | | $17,349.8 | | |

| 6. | | | [Acquisitions and Divestitures](#i6c5d80e205be49368cbb0bd080310540_136) | | | [94](#i6c5d80e205be49368cbb0bd080310540_136) | | |

We serve a broad range of industries, including refining, chemicals, metals, electronics, manufacturing, medical, and food, providing essential industrial gases, related equipment, and applications expertise.

We also develop, engineer, build, own, and operate some of the world’s largest clean hydrogen projects supporting the transition to low- and zero-carbon energy, particularly in industrial applications and the heavy-duty transportation sector.

As further described in Note 2, *New Accounting Guidance*, we adopted Accounting Standards Update (“ASU”) No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" in fiscal year 2025.

Accordingly, additional segment disclosure information has been included for fiscal years 2023 and 2024.

We continue to depreciate assets that are temporarily idle.

Depreciation is discontinued when assets meet the criteria for classification as held for sale.

Refer to the "Piedmont" and "Pace" discussions under Note 19, *Commitments and Contingencies*, for additional information.

| Balance at 30 September 2025 | | | $30.2 | | |

In fiscal year 2025, we recorded a $300 allowance for credit loss related to a financing receivable in connection with our exit from the sustainable aviation fuel expansion project with World Energy.

Cost is determined using the first-in, first-out ("FIFO") method.

An estimate of the asset group's fair value is based on the discounted value of its estimated cash flows.

The fair value of the disposal group is estimated utilizing a discounted cash flow analysis.

In fiscal year 2025, we recorded impairment charges to reduce the carrying value of long-lived assets associated with exited projects.

A portion of the related plant and equipment is capable of being marketed through secondary equipment channels but did not meet the criteria for classification as held for sale.

The estimated net realizable value of these assets was $22.5, which remains classified within “Plant and equipment, net” on our consolidated balance sheet as of 30 September 2025.

Separately, two coal gasification plants in China met the criteria to be classified as held for sale.

Accordingly, the estimated fair value less cost to sell for long-lived assets of $418.3 is included in “Assets held for sale” on our consolidated balance sheet as of 30 September 2025.

Refer to Note 5, *Business and Asset Actions*, and Note 16, *Fair Value Measurements*, for additional information.

Goodwill is tested for impairment at least annually, and more frequently if events or changes in circumstances indicate that goodwill may be impaired.

During fiscal year 2025, no triggering events were identified that would require impairment testing for any of our reporting units containing goodwill.

We completed our annual goodwill impairment test and concluded there were no indications of impairment.

Indefinite-lived intangibles are tested for impairment at least annually, and more frequently if events or changes in circumstances indicate that the assets may be impaired.

During fiscal year 2025, no triggering events were identified that would require impairment testing for any of our indefinite-lived intangible assets.

We completed our annual impairment test for these assets and concluded there were no indications of impairment.

Accounting Guidance Implemented in Fiscal Year 2025

We adopted the update upon its effective date in fiscal year 2025 and implemented the expanded disclosure requirements in Note 26, *Business Segment and Geographic Information*, of this Annual Report on Form 10-K.

Pursuant to the update, we expanded our disclosures to include significant expense categories that are regularly provided to our Chief Operating Decision Maker, as well as other segment items included in the reported measure of segment profit or loss.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| /s/ Seifi Ghasemi | | | | | | | | | | | | /s/ Melissa N. Schaeffer | | |

| Seifi Ghasemi | | | | | | | | | | | | Melissa N. Schaeffer | | |

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

November 21, 2024

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

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[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

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[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

| Balance as of 30 September 2021 | | | | | | $249.4 | | | $1,115.8 | | | $15,678.3 | | | ($1,515.9) | | | ($1,987.9) | | | $13,539.7 | | | $548.3 | | | $14,088.0 | | |

| Net income | | | | | | — | | | — | | | 2,256.1 | | | — | | | — | | | 2,256.1 | | | 10.4 | | | 2,266.5 | | |

| Other comprehensive loss | | | | | | — | | | — | | | — | | | (1,270.2) | | | — | | | (1,270.2) | | | (29.3) | | | (1,299.5) | | |

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

| 6. | | | [Acquisition](#i81a6c7b1aa154edda95d8bb8e734184e_136) | | | [80](#i81a6c7b1aa154edda95d8bb8e734184e_136) | | |

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

With sustainability at its core, our two-pillar growth strategy includes the optimization and growth of our core industrial gases business while developing, engineering, building, owning, and operating some of the world’s largest clean hydrogen projects that will advance the transition to low- and zero-carbon energy in the industrial and heavy-duty transportation sectors.

The discussion that follows is based on these operations.

This divestiture, which does not qualify for presentation as a discontinued operation, reflects our commitment to our industrial gases and clean hydrogen growth strategy.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

| Balance at 30 September 2021 | | | $25.1 | | |

We determine the cost of all our inventories on a first-in, first-out basis ("FIFO").

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

Goodwill is subject to impairment testing at least annually.

In addition, goodwill is tested more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists.

Under the supervision of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures as of 30 September [removed: 2024.][added: 2025.]

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of 30 September [removed: 2024,] [added: 2025,] the disclosure controls and procedures were effective.

Management has evaluated the effectiveness of our internal control over financial reporting as of 30 September [removed: 2024] [added: 2025] based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on that evaluation, management concluded that, as of 30 September [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective.

There was no change in our internal control over financial reporting during the fourth quarter of fiscal year [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Deloitte & Touche LLP, our independent registered public accounting firm, has audited our internal control over financial reporting as of 30 September [removed: 2024.][added: 2025.]

None of the Company’s directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the fourth quarter of fiscal year [removed: 2024.][added: 2025.]

Amendment and Restatement of Bylaws

On 19 November 2025, the Board of Directors approved the amendment and restatement of the Company’s Amended and Restated Bylaws (as further amended and restated, the “Bylaws”), which took effect immediately.

The Bylaws supersede the previously existing Amended and Restated Bylaws of the Company, which took effect on 31 January 2025.

The Bylaws were amended to make certain procedural changes to Board and Board committee functions, including revising Article II, Section 2(a) to permit the Chairman of the Board to serve on Board committees and revising Article II, Section 10 and Article II, Section 15 to provide that a majority of the directors must be present to establish a quorum of the Board or a committee, respectively.

The amendments also provide that the Vice Chairman may call meetings of directors and modify the role of the President to reflect that if the office is filled, he or she will have responsibilities as assigned by the Board.

The amendments also make a number of changes to reflect updates to the Delaware General Corporation Law and the SEC’s adoption of Rule 14a-19 under the Exchange Act.

The revisions also make a number of minor updating and conforming changes to remove ambiguity and improve readability.

This summary of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.2 to this Annual Report on Form 10-K and are incorporated by reference herein.

Rule 10b5-1 Trading Plans

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

The information required by this item relating to our directors and nominees is incorporated herein by reference to the section captioned “The Board of Directors” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item relating to our Audit and Finance Committee and our Audit and Finance Committee Financial Expert is incorporated herein by reference to the sections captioned “Board Structure–Standing Committees of the Board” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item relating to our procedures regarding the consideration of candidates recommended by shareholders and a procedure for submission of such candidates is incorporated herein by reference to the section captioned “The Board of Directors–Selection of Directors” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item relating to Section 16(a) Beneficial Ownership Reporting Compliance is incorporated herein by reference to the section captioned “Section 16(a) Beneficial Ownership Reporting” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item relating to our insider trading policies and procedures is incorporated herein by reference to the section captioned “Insider Trading Policy” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation” and “Compensation of Directors” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item is incorporated herein by reference to the sections captioned "Information About Stock Ownership" and “Equity Compensation Plan Information” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item is incorporated herein by reference to the sections captioned “The Board of Directors–Director Independence” and “Board Practices, Processes and Policies–Transactions with Related Persons” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item is incorporated herein by reference to the section captioned “Fees of Independent Registered Public Accounting Firm” in the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

[Table of](#i81a6c7b1aa154edda95d8bb8e734184e_10) [Contents](#i81a6c7b1aa154edda95d8bb8e734184e_10)

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i81a6c7b1aa154edda95d8bb8e734184e_97)] [added: Firm](#i6c5d80e205be49368cbb0bd080310540_94)] | | | [removed: [58](#i81a6c7b1aa154edda95d8bb8e734184e_97)] [added: [67](#i6c5d80e205be49368cbb0bd080310540_94)] | | |

| [Consolidated [added: Comprehensive] Income Statements – Fiscal Years Ended 30 September [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_100)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_100)] | | | [removed: [60](#i81a6c7b1aa154edda95d8bb8e734184e_100)] [added: [70](#i6c5d80e205be49368cbb0bd080310540_100)] | | |

| [Consolidated [removed: Comprehensive] Income Statements – Fiscal Years Ended 30 September [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_103)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_97)] | | | [removed: [61](#i81a6c7b1aa154edda95d8bb8e734184e_103)] [added: [69](#i6c5d80e205be49368cbb0bd080310540_97)] | | |

| [Consolidated Balance Sheets – 30 September [removed: 2024] [added: 2025] and [removed: 2023](#i81a6c7b1aa154edda95d8bb8e734184e_106)] [added: 2024](#i6c5d80e205be49368cbb0bd080310540_103)] | | | [removed: [62](#i81a6c7b1aa154edda95d8bb8e734184e_106)] [added: [71](#i6c5d80e205be49368cbb0bd080310540_103)] | | |

| [Consolidated Statements of Cash Flows – Fiscal Years Ended 30 September [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_109)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_106)] | | | [removed: [63](#i81a6c7b1aa154edda95d8bb8e734184e_109)] [added: [72](#i6c5d80e205be49368cbb0bd080310540_106)] | | |

| [Consolidated Statements of Equity – Fiscal Years Ended 30 September [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i81a6c7b1aa154edda95d8bb8e734184e_112)] [added: 2023](#i6c5d80e205be49368cbb0bd080310540_109)] | | | [removed: [64](#i81a6c7b1aa154edda95d8bb8e734184e_112)] [added: [73](#i6c5d80e205be49368cbb0bd080310540_109)] | | |

| (3) *Exhibits.* The exhibits filed as a part of this report as required by Item 601 of Regulation S-K are listed in the [Index to [removed: Exhibits](#i81a6c7b1aa154edda95d8bb8e734184e_250)] [added: Exhibits](#i6c5d80e205be49368cbb0bd080310540_250)] beginning on page [removed: [126](#i81a6c7b1aa154edda95d8bb8e734184e_250).] [added: [152](#i6c5d80e205be49368cbb0bd080310540_250).] | | | | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of the [removed: Company. (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K] [added: Company](https://www.sec.gov/Archives/edgar/data/2969/000000296925000055/apd-exhibit32x30sep25.htm)[,] dated [removed: 17 September 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000119312523238616/d510133dex31.htm)*] [added: November](https://www.sec.gov/Archives/edgar/data/2969/000000296925000055/apd-exhibit32x30sep25.htm) [19](https://www.sec.gov/Archives/edgar/data/2969/000000296925000055/apd-exhibit32x30sep25.htm)[, 2025](https://www.sec.gov/Archives/edgar/data/2969/000000296925000055/apd-exhibit32x30sep25.htm)[.](https://www.sec.gov/Archives/edgar/data/2969/000000296925000055/apd-exhibit32x30sep25.htm)] | | | | | |

| 4.2 | | | | | | [Indenture, dated as of 30 April 2020, between the Company and The Bank of New York [added: Mellon] Trust Company, N.A., as Trustee. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed 30 April 2020.)](https://www.sec.gov/Archives/edgar/data/2969/000119312520127771/d923351dex41.htm)* | | | | | |

| [removed: 4.3] [added: 10.10(a)] | | | | | | [removed: [Description] [added: [Amendment No.1 to Revolving Credit Agreement dated as] of [removed: Securities.] [added: 22 August 2024.] (Filed as Exhibit [removed: 4.3] [added: 10.12(a)] to the Company's Annual Report on Form 10-K for the [added: fiscal] year ended 30 September [removed: 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000047/apd-exhibit43x30sep23.htm)*] [added: 2024.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit1012ax30sep24.htm)*] | | | | | |

| [removed: 10.1] [added: 10.3] | | | | | | [removed: [Amended and Restated Long-Term Incentive] [added: [Supplementary Pension] Plan of [removed: the Company] [added: Air Products and Chemicals, Inc. as Amended and Restated] effective 1 [removed: October] [added: August] 2014. (Filed as Exhibit [removed: 10.1] [added: 10.10] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed on 23] [added: 10-K for the fiscal year ended 30] September [removed: 2014.)](https://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex101.htm)*†] [added: 2014.)](https://www.sec.gov/Archives/edgar/data/2969/000119312514423115/d805038dex1010.htm)*†] | | | | | |

| [removed: 10.2] [added: 10.1] | | | | | | [Air Products and Chemicals, Inc. 2021 Long-Term Incentive Plan. (Filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No. 333-252722) filed on 4 February 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000119312521028500/d114338dex45.htm)*† | | | | | |

| [removed: 10.2(a)] [added: 10.1(a)] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2021] [added: FY2022] awards. (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2020.)](https://www.sec.gov/Archives/edgar/data/2969/000000296921000012/apd-exhibit101x31dec20.htm)*†] [added: 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit101x31dec21.htm)*†] | | | | | |

| [removed: 10.2(b)] [added: 10.1(b)] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2022 awards.] [added: FY2023 Awards.] (Filed as Exhibit 10.1 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit101x31dec21.htm)*†] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit101x31dec22.htm)*†] | | | | | |

| [removed: 10.2(c)] [added: 10.1(c)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2022 awards.] [added: FY2023 Awards.] (Filed as Exhibit 10.2 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit102x31dec21.htm)*†] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit102x31dec22.htm)*†] | | | | | |

| [removed: 10.2(d)] [added: 10.1(d)] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2023] [added: FY2024] Awards. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit101x31dec22.htm)*†] [added: 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit101x31dec23.htm)*†] | | | | | |

| [removed: 10.2(e)] [added: 10.1(e)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2023] [added: FY2024] Awards. (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296923000014/apd-exhibit102x31dec22.htm)*†] [added: 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit102x31dec23.htm)*†] | | | | | |

| [removed: 10.2(f)] [added: 10.1(f)] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2024] [added: FY2025] Awards. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit101x31dec23.htm)*†] [added: 2024.)](https://www.sec.gov/Archives/edgar/data/2969/000000296925000013/apd-exhibit101x31dec24.htm)*†] | | | | | |

| [removed: 10.2(g)] [added: 10.1(g)] | | | | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for [removed: FY2024] [added: FY2025] Awards. (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December [removed: 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit102x31dec23.htm)*†] [added: 2024.)](https://www.sec.gov/Archives/edgar/data/2969/000000296925000013/apd-exhibit102x31dec24.htm)*†] | | | | | |

| [removed: 10.3] [added: 10.2] | | | | | | [Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2022. (Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000010/apd-exhibit103x31dec21.htm)*† | | | | | |

| [removed: 10.3(a)] [added: 10.2(a)] | | | | | | [Amendment No. 1 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2022. (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 30 June 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit101x30jun22.htm)*† | | | | | |

| [removed: 10.3(b)] [added: 10.2(b)] | | | | | | [Amendment No. 2 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January [removed: 2022.](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit103bx30sep24.htm)†] [added: 2022. (Filed as Exhibit 10.3(b) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2024.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit103bx30sep24.htm)*†] | | | | | |

| [removed: 10.3(c)] [added: 10.2(c)] | | | | | | [Amendment No. 3 to the Air Products and Chemicals, Inc. Retirement Savings Plan as amended and restated effective 1 January 2022. (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended 31 December 2023.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000010/apd-exhibit103x31dec23.htm)*† | | | | | |

| [removed: 10.4] [added: 10.3(a)] | | | | | | [removed: [Supplementary] [added: [Amendment No. 1 dated as of 30 September 2015 to the Supplementary] Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated effective 1 August 2014. (Filed as Exhibit [removed: 10.10] [added: 10.10(a)] to the Company’s Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2014.)](https://www.sec.gov/Archives/edgar/data/2969/000119312514423115/d805038dex1010.htm)*†] [added: 2015.)](https://www.sec.gov/Archives/edgar/data/2969/000119312515386399/d69855dex1010a.htm)*†] | | | | | |

| [removed: 10.4(a)] [added: 10.3(b)] | | | | | | [Amendment No. [removed: 1] [added: 2] dated as of 30 September [removed: 2015] [added: 2016] to the Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated effective 1 August 2014. (Filed as Exhibit [removed: 10.10(a)] [added: 10.7(b)] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for [removed: the] fiscal year ended 30 September [removed: 2015.)](https://www.sec.gov/Archives/edgar/data/2969/000119312515386399/d69855dex1010a.htm)*†] [added: 2016.)](https://www.sec.gov/Archives/edgar/data/2969/000119312516773346/d271291dex107b.htm)*†] | | | | | |

| [removed: 10.4(b)] [added: 10.3(c)] | | | | | | [Amendment No. [removed: 2] [added: 3] dated as of [removed: 30 September 2016] [added: 26 July 2017] to the Supplementary Pension Plan of Air Products and Chemicals, Inc. as Amended and Restated effective 1 August [removed: 2014. (Filed] [added: 2017.(Filed] as Exhibit [removed: 10.7(b)] [added: 10.7(c)] to the Company's Annual Report on Form 10-K for [added: the] fiscal year ended 30 September [removed: 2016.)](https://www.sec.gov/Archives/edgar/data/2969/000119312516773346/d271291dex107b.htm)*†] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit107cx9302017.htm)*†] | | | | | |

| [removed: 10.4(c)] [added: 19.1] | | | | | | [removed: [Amendment No. 3 dated as of 26 July 2017 to the Supplementary Pension Plan of Air] [added: [Air] Products and Chemicals, Inc. [removed: as Amended and Restated effective 1 August 2017.(Filed] [added: Insider Trading Policy. (Filed] as Exhibit [removed: 10.7(c)] [added: 19.1] to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September [removed: 2017.)](https://www.sec.gov/Archives/edgar/data/2969/000000296917000039/apd-exhibit107cx9302017.htm)*†] [added: 2024.)](https://www.sec.gov/Archives/edgar/data/2969/000000296924000056/apd-exhibit191x30sep24.htm)*] | | | | | |

| [removed: 10.5] [added: 10.4] | | | | | | [Deferred Compensation Plan as Amended and Restated effective 1 January 2018. (Filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2017.)](https://www.sec.gov/Archives/edgar/data/2969/000000296918000014/apd-exhibit105x12312017.htm)*† | | | | | |

| 10.6 | | | | | | [Air Products and Chemicals, Inc. [removed: Executive Separation Program as amended] [added: Senior Management Severance Plan and Summary Plan Description] effective [removed: as of] 1 [removed: October] [added: August] 2022. (Filed as Exhibit [removed: 10.6] [added: 10.2] to the [removed: Company’s Annual] [added: Company's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended 30 [removed: September 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit106x30sep22.htm)*†] [added: June 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000038/apd-exhibit102x30jun22.htm)*†] | | | | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Form of Change in Control Severance Agreement for an Executive Officer. [removed: (filed] [added: (](https://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex102.htm)[F](https://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex102.htm)[iled] as Exhibit 10.2 of the Company's Current Report on Form 8-K dated 23 September 2014.)](https://www.sec.gov/Archives/edgar/data/2969/000119312514350140/d793171dex102.htm)*† | | | | | |

| [removed: 10.10] [added: 10.9] | | | | | | [removed: [Compensation Programs] [added: [Deferred Compensation Program] for [removed: Nonemployee Directors] [added: Directors,] effective [removed: 22 November 2022.] [added: 7 October 2019.] (Filed as Exhibit [removed: 10.10] [added: 10.1] to the [removed: Company’s Annual] [added: Company's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for [removed: the year] [added: quarter] ended [removed: 30 September 2022.)](https://www.sec.gov/Archives/edgar/data/2969/000000296922000054/apd-exhibit1010x30sep22.htm)*†] [added: 31 December 2019.)](https://www.sec.gov/Archives/edgar/data/2969/000000296920000010/apd-exhibit101x31dec19.htm)*†] | | | | | |

| [removed: 10.11] [added: 10.11(a)] | | | | | | [removed: [Deferred Compensation Program for Directors, effective 7 October 2019.] [added: [Amendment No.1 to 364-Day Revolving Credit Agreement dated as of 27 March 2025.] (Filed as Exhibit [removed: 10.1] [added: 10.7] to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for [added: the] quarter ended 31 [removed: December 2019.)](https://www.sec.gov/Archives/edgar/data/2969/000000296920000010/apd-exhibit101x31dec19.htm)*†] [added: March 2025.)](https://www.sec.gov/Archives/edgar/data/2969/000000296925000027/apd-exhibit107x31mar25.htm)*] | | | | | |