Emerson Electric (EMR) 10-K risk factor changes: FY2025 vs FY2024

[removed: Technology, Inc.,] [added: divestiture of the Climate Technologies business (now renamed Copeland),] and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future.

[removed: The failure to attract,] develop and retain highly qualified personnel could adversely affect our ability to succeed in our human capital goals and priorities as well as negatively impact our business and operating results.

While we have built operational processes to ensure that our product design, manufacture, performance and servicing meet rigorous quality standards, there can be no assurance that we or our customers or other third parties will not experience operational process or product [added: failures and other problems, including through manufacturing or design defects, process or other failures of contractors or third-party suppliers, cybersecurity incidents or other intentional acts, that could result in potential product, safety, regulatory or environmental risks.]

[removed: The Company’s effective tax rate, cash flows and operating results could be affected by changes in the mix of earnings in countries] with different statutory tax rates, as well as by changes in the local tax laws and regulations, or the interpretations thereof, including multiple, overlapping tax regimes enacted as part of the Organization for Economic Cooperation and Development proposals that implement a global minimum tax.

We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, anti-bribery, export and import compliance, anti-trust and money [added: laundering, due to our global operations.]

While the Company has adopted certain voluntary [added: goals or] targets, environmental laws, regulations or standards may be changed, accelerated or adopted and impose significant operational restrictions and compliance requirements upon the Company, its products or customers, which could negatively impact the Company’s business, capital expenditures, results of operations, financial condition and competitive position.

In response to growing customer, investor, employee, governmental, and other stakeholder interest in our ESG practices, we have increased reporting of our ESG programs and performance and have established and announced our aspirational purpose, causes, values, and related commitments, goals or targets, including those regarding sustainability, greenhouse gas emissions, [added: and] our net zero [removed: ambition, and diversity, equity and inclusion.][added: ambition.]

Such risks include, among others, the availability and adoption of new or additional technologies that reduce carbon or eliminate energy sources on a commercially reasonable basis, competing and evolving economic, policy and regulatory factors, the ability of suppliers and others to meet our [removed: sustainability, diversity] [added: sustainability] and other goals, the availability of qualified candidates in our labor markets and our ability to recruit and retain diverse talent, and customer engagement in our goals.

Moreover, standards and expectations for ESG matters continue to evolve and may be subject to varying interpretations, which may result in [removed: significant revisions to our goals or progress.]

In 2025 and in past years, we have made various acquisitions and divestitures, including our purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company, our acquisition of National Instruments, and our

The failure to attract,

*We May Use Artificial Intelligence in Our Businesses and in Our Products and Services, and Challenges With Managing its Use Could Result in Reputational Harm, Competitive Harm, and Legal Liability, and Adversely Affect Our Results of Operations*

Our businesses increasingly rely on artificial intelligence solutions to optimize our operations, improve customer experiences, and enhance our products and services.

While the use of artificial intelligence presents significant

opportunities, it also introduces a range of risks that could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

Our artificial intelligence efforts subject us to risks related to accuracy, intellectual property infringement or misappropriation, data privacy, and cybersecurity, among others, and if our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

Additionally, our competitors or other third parties may incorporate artificial intelligence into their products, services or operations more quickly or successfully than us, or develop superior products and services with the aid of artificial intelligence, which could impair our ability to compete effectively and adversely affect our results of operations.

Finally, the regulatory landscape surrounding artificial intelligence is rapidly evolving and the use of artificial intelligence may be subject to new legal or regulatory requirements, the impact of which may be prohibitive or pose further risks from a legal or regulatory perspective.

The recent changes in U.S. trade policy involving the application or increase of tariffs and the subsequent retaliatory measures against the U.S. have created a dynamic environment that may have a material adverse impact on our business.

While we have deployed strategies to mitigate the impact of these dynamic trade policies, there is no assurance that we will be able to mitigate the full impact of all such tariffs, retaliatory tariffs or other trade policies that have or may develop in this rapidly changing environment.

Increasing trade tensions and changes in trade policies have the potential to adversely impact our costs, the demand for our products, our supply chain and the global economy, which may have an adverse impact on our business, including operating and financial results and conditions.

The Company’s effective tax rate, cash flows and operating results could be affected by changes in the mix of earnings in countries

significant revisions to our goals or progress.

In 2024 and in past years, we have made various acquisitions and divestitures, including our acquisition of National Instruments, our divestiture of the Climate Technologies business (now renamed Copeland), and our majority stake in Aspen

*Our Portfolio Actions Including the Proposed Acquisition of the Remaining Interest in AspenTech Not Already Owned by the Company and the Process to Explore Strategic Alternatives for the Company's Safety & Productivity Segment May Not Be Completed or Completed on the Terms and Conditions Contemplated, or With the Expected Benefits*

On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $240 per share in cash, which implies a fully diluted market capitalization for AspenTech of $15.3 billion and an enterprise value of $15.1 billion, and would be financed from cash on hand, committed lines of credit and/or other available sources of financing.

Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

No assurance can be given whether the proposal or the review will lead to one or more transactions.

We can make no assurance as to the completion, terms, timing, costs or benefits anticipated from any such transactions.

Unforeseen developments, including delays in obtaining various tax, regulatory and other approvals, could delay any such transactions, or cause one or more of them to occur on terms and conditions that are less favorable, or at a higher cost, than expected.

failures and other problems, including through manufacturing or design defects, process or other failures of contractors or third-party suppliers, cybersecurity incidents or other intentional acts, that could result in potential product, safety, regulatory or environmental risks.

laundering, due to our global operations.

For example, non-GAAP measures may exclude the impact of certain items such as acquisitions or divestitures, amortization of intangibles, restructuring costs, discrete taxes, [removed: changes in reporting segments,] gains, losses and impairments, or items outside of management’s control, such as foreign currency exchange rate fluctuations.

[removed: All of these are commonly used financial measures] utilized by management to evaluate performance (U.S. GAAP measures: *pretax earnings or pretax profit margin, segment earnings or segment margin*).

[removed: Earnings] [added: Adjusted earnings] and earnings per [removed: share excluding] [added: share, which exclude] certain gains and losses, impairments, restructuring costs, impacts of acquisitions or divestitures, amortization of intangibles, discrete taxes, or other items provide additional insight into the underlying, ongoing operating performance of the Company and facilitate period-to-period comparisons by excluding the earnings impact of these items.

[added: Management believes that presenting adjusted earnings and earnings per] share excluding these items is more representative of the Company’s operational performance and may be more useful for investors (U.S. GAAP measures: *earnings, earnings per share*).

Management believes that the financial statements for each of the years in the three-year period ended September 30, [removed: 2024] [added: 2025] have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances.

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

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 23] [added: 24] vs. [removed: 22] [added: 23] | | | | | | [removed: 24] [added: 25] vs. [removed: 23] [added: 24] | | |

| Net sales | | | $ | [removed: 13,804] [added: 15,165] | | | | | [removed: 15,165] [added: 17,492] | | | | | | [removed: 17,492] [added: 18,016] | | | | | | [removed: 10] [added: 15] | | % | | | | [removed: 15] [added: 3] | | % |

| Gross profit | | | $ | [removed: 6,306] [added: 7,427] | | | | | [removed: 7,427] [added: 8,885] | | | | | | [removed: 8,885] [added: 9,519] | | | | | | [removed: 18] [added: 20] | | % | | | | [removed: 20] [added: 7] | | % |

| *Percent of sales* | | | [removed: *45.7*] [added: *49.0*] | | *%* | | | | [removed: *49.0*] [added: *50.8*] | | *%* | | | | [removed: 50.8] [added: 52.8] | | % | | | | [removed: 3.3] [added: 1.8] pts | | | | | | [removed: 1.8] [added: 2.0] pts | | |

| SG&A | | | $ | [removed: 3,614] [added: 4,186] | | | | | [removed: 4,186] [added: 5,142] | | | | | | [removed: 5,142] [added: 5,103] | | | | | | | | | | | | | | |

| *Percent of sales* | | | [removed: *26.2*] [added: *27.6*] | | *%* | | | | [removed: *27.6*] [added: *29.4*] | | *%* | | | | [removed: 29.4] [added: 28.3] | | % | | | | [removed: 1.4] [added: 1.8] pts | | | | | | [removed: 1.8] [added: (1.1)] pts | | |

| Loss on Copeland note receivable | | | $ | — | | | | | [removed: —] [added: 279] | | | | | | [removed: 279] [added: —] | | | | | | | | | | | | | | |

| Gain on subordinated interest | | | $ | [removed: (453)] [added: (161)] | | | | | [removed: (161)] [added: (79)] | | | | | | [removed: (79)] [added: —] | | | | | | | | | | | | | | |

| Other deductions, net | | | $ | [removed: 519] [added: 506] | | | | | [removed: 506] [added: 1,434] | | | | | | [removed: 1,434] [added: 1,245] | | | | | | | | | | | | | | |

| *Amortization of intangibles* | | | *$* | [removed: *336*] [added: *482*] | | | | | [removed: *482*] [added: *1,077*] | | | | | | [removed: 1,077] [added: 884] | | | | | | | | | | | | | | |

| *Restructuring costs* | | | *$* | [removed: *75*] [added: *72*] | | | | | [removed: *72*] [added: *228*] | | | | | | [removed: 228] [added: 136] | | | | | | | | | | | | | | |

| Interest expense, net | | | $ | [removed: 194] [added: 34] | | | | | [removed: 34] [added: 175] | | | | | | [removed: 175] [added: 237] | | | | | | | | | | | | | | |

| Interest income from related party | | | $ | [removed: —] [added: (41)] | | | | | [removed: (41)] [added: (86)] | | | | | | [removed: (86)] [added: —] | | | | | | | | | | | | | | |

| Earnings from continuing operations before income taxes | | | $ | [removed: 2,432] [added: 2,903] | | | | | [removed: 2,903] [added: 2,020] | | | | | | [removed: 2,020] [added: 2,934] | | | | | | [removed: 19] [added: (30)] | | % | | | | [removed: (30)] [added: 45] | | % |

| *Percent of sales* | | | [removed: *17.6*] [added: *19.1*] | | *%* | | | | [removed: *19.1*] [added: *11.5*] | | *%* | | | | [removed: 11.5] [added: 16.3] | | % | | | | [removed: 1.5] [added: (7.6)] pts | | | | | | [removed: (7.6)] [added: 4.8] pts | | |

| Earnings from continuing operations common stockholders | | | $ | [removed: 1,886] [added: 2,286] | | | | | [removed: 2,286] [added: 1,618] | | | | | | [removed: 1,618] [added: 2,285] | | | | | | [removed: 21] [added: (29)] | | % | | | | [removed: (29)] [added: 41] | | % |

| *Percent of sales* | | | [removed: *13.7*] [added: *15.1*] | | *%* | | | | [removed: *15.1*] [added: *9.2*] | | *%* | | | | [removed: 9.2] [added: 12.7] | | % | | | | [removed: 1.4] [added: (5.9)] pts | | | | | | [removed: (5.9)] [added: 3.5] pts | | |

| Net earnings common stockholders | | | $ | [removed: 3,231] [added: 13,219] | | | | | [removed: 13,219] [added: 1,968] | | | | | | [removed: 1,968] [added: 2,293] | | | | | | [removed: 309] [added: (85)] | | % | | | | [removed: (85)] [added: 17] | | % |

| *Percent of sales* | | | [removed: *23.4*] [added: *87.2*] | | *%* | | | | [removed: *87.2*] [added: *11.2*] | | *%* | | | | [removed: 11.2] [added: 12.7] | | % | | | | [removed: 63.8] [added: (76.0)] pts | | | | | | [removed: (76.0)] [added: 1.5] pts | | |

| Diluted EPS – Earnings from continuing operations | | | $ | [removed: 3.16] [added: 3.96] | | | | | [removed: 3.96] [added: 2.82] | | | | | | [removed: 2.82] [added: 4.03] | | | | | | [removed: 25] [added: (29)] | | % | | | | [removed: (29)] [added: 43] | | % |

| Diluted EPS – Net earnings | | | $ | [removed: 5.41] [added: 22.88] | | | | | [removed: 22.88] [added: 3.43] | | | | | | [removed: 3.43] [added: 4.04] | | | | | | [removed: 323] [added: (85)] | | % | | | | [removed: (85)] [added: 18] | | % |

| Adjusted Diluted EPS – Earnings from continuing operations | | | $ | [removed: 3.64] [added: 4.44] | | | | | [removed: 4.44] [added: 5.49] | | | | | | [removed: 5.49] [added: 6.00] | | | | | | [removed: 22] [added: 24] | | % | | | | [removed: 24] [added: 9] | | % |

On October 11, 2023, the Company completed the acquisition of National Instruments Corporation ("NI"), which is now referred to as Test & Measurement and reported as a [removed: new] segment in the Software and Control business group.

See Notes [removed: 5] [added: 4] and [removed: 8 for further detail.][added: 20.]

Overall, in [removed: 2024] [added: 2025] sales were [removed: $17.5] [added: $18.0] billion, up [removed: 15] [added: 3] percent compared with the prior year.

Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were [added: also] up [removed: 6] [added: 3] percent.

Net earnings from continuing operations attributable to common stockholders were [removed: $1,618] [added: $2,285] in [removed: 2024, down 29] [added: 2025, up 41] percent compared with prior year earnings of [removed: $2,286,] [added: $1,618,] and diluted earnings per share from continuing operations were [removed: $2.82, down 29] [added: $4.03, up 43] percent versus [removed: $3.96] [added: $2.82] in [removed: 2023.][added: 2024.]

Adjusted diluted earnings per share from continuing operations were [removed: $5.49] [added: $6.00] compared with [removed: $4.44] [added: $5.49] in the prior year, reflecting sales growth and strong operating [removed: performance, as well as a $0.45 contribution from Test & Measurement.][added: performance.]

[removed: The Company generated operating] [added: Operating] cash flow from continuing operations [removed: of] [added: for 2024 was] $3.3 [removed: billion in 2024,] [added: billion,] an increase of [removed: $607, or] 22 [removed: percent,] [added: percent compared to $2.7 billion in 2023,] reflecting higher earnings (excluding the impact of non-cash items related to the NI acquisition and the loss on the Copeland note receivable).

Adjusted diluted earnings per share from continuing operations excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, interest income on undeployed proceeds related to the Copeland transaction, [removed: gains or losses on the Copeland equity method investment,] and certain gains, losses or impairments.

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Diluted earnings from continuing operations per share | | | | | | $ | [removed: 3.16] [added: 3.96] | | | | | [removed: 3.96] [added: 2.82] | | | | | | [removed: 2.82] [added: 4.03] | | |

| Amortization of intangibles | | | | | | [removed: 0.45] [added: 0.62] | | | | | | [removed: 0.62] [added: 1.43] | | | | | | [removed: 1.43] [added: 1.35] | | |

| Restructuring and related costs | | | | | | 0.14 | | | | | | [removed: 0.14] [added: 0.33] | | | | | | [removed: 0.33] [added: 0.23] | | |

All of these are commonly used financial measures

On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion.

As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company.

AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership.

AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented.

The prior year included purchase accounting related impacts from the NI acquisition and higher associated restructuring charges, and a pretax loss of $279 ($217 after-tax, $0.38 per share) related to the Company's definitive agreement to sell its Copeland note receivable for $1.9 billion.

The Company generated operating cash flow from continuing operations of $3.7 billion in 2025, an increase of $359, or 11 percent, reflecting higher earnings and favorable changes in working capital.

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

| Noncontrolling interests | | | | | | — | | | | | | 0.13 | | |

| Pensions | | | | | | — | | | | | | (0.09) | | |

| Interest expense, net | | | | | | 0.06 | | | | | | (0.20) | | |

| Share count | | | | | | 0.03 | | | | | | 0.08 | | |

Underlying sales were up 3 percent on 2.5 percent higher price and 0.5 percent higher volume.

Underlying international destination sales were up 1 percent.

On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion.

Emerson also incurred fees of $76 ($65 after-tax) and paid $76 to settle certain AspenTech share-based awards that were outstanding prior to the transaction closing.

The purchase of the remaining outstanding shares and related costs are reported as an adjustment to Equity.

Separately, AspenTech incurred $127 ($113 after-tax) of deal-related fees which are reported as acquisition/divestiture costs in Other deductions, net.

AspenTech is now reported as a part of the Control Systems & Software segment in the Software and Control business group, see Note 20.

On November 15, 2024, AspenTech acquired Open Grid Systems Limited, a global provider of network model management technology and a pioneer in developing model-driven applications supporting open access to data through industry standards, for a total purchase price of $46, net of cash acquired.

On May 31, 2023, the Company completed the sale of a majority stake in its Climate Technologies business (which

Cost of sales for 2025 were $8,497, a decrease of $110 compared with $8,607 in 2024.

Gross profit was $9,519 in 2025 compared to $8,885 in 2024, while gross margin increased 2.0 percentage points to 52.8 percent.

The prior year reflected the impact from acquisition-related inventory step-up amortization of $231, which negatively impacted margins by approximately 1.3 percentage points.

Favorable price less net material inflation also contributed to the increase in gross margin.

SG&A expenses of $5,103 in 2025 decreased $39 compared with 2024 and SG&A as a percent of sales decreased 1.1 percentage points to 28.3 percent, reflecting savings from cost reduction actions (primarily at Test & Measurement and AspenTech).

Other deductions, net were $1,245 in 2025, a decrease of $189 compared with 2024, reflecting lower intangibles amortization of $193 (including $136 of backlog amortization in the prior year related to the Test & Measurement

acquisition) and lower restructuring expense of $92, partially offset by higher acquisition/divestiture fees and related costs which increased by $118.

The prior year also included divestiture losses of $48.

The increase in 2025 reflects higher levels of debt to support the AspenTech transaction.

The current year rate was negatively impacted by discrete tax items totaling $36 ($0.06 per share) and fees incurred by AspenTech which were not fully deductible (see Note 4).

In total, the net impact of these items increased the rate by approximately 2 percentage points.

| | | | 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 24 vs. 23 | | | | | | 25 vs. 24 | | |

| Earnings from continuing operations before income taxes | | | $ | 2,903 | | | | | 2,020 | | | | | | 2,934 | | | | | | (30) | | % | | | | 45 | | % |

| Total | | | $ | 12,161 | | | | | 12,400 | | | | | | 2 | | % | | | | — | | % | | | | — | | % | | | | 2 | | % |

| Safety & Productivity | | | 308 | | | | | | 291 | | | | | | (5) | | % | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 2,807 | | | | | 2,953 | | | | | | 5 | | % | | | | | | | | | | | | | | | | | | |

| *Margin* | | | *23.1* | | *%* | | | | 23.8 | | % | | | | 0.7 pts | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 202 | | | | | 190 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted EBITA | | | $ | 3,094 | | | | | 3,212 | | | | | | 4 | | % | | | | | | | | | | | | | | | | | | |

Management believes that presenting earnings and earnings per

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024.

Upon entering into the note agreement, the Company recorded a pretax loss in continuing operations of $279 ($217 after-tax, $0.38 per share) to adjust the carrying value of the note to $1.9 billion to reflect the transaction price, while the Company recognized a gain of $539 ($435 after-tax) in discontinued operations upon the sale of the common equity interest.

In addition, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented.

The Test & Measurement acquisition added 9.5 percent and the divestiture of Metran, Emerson's Russia-based manufacturing subsidiary, deducted 0.5 percent.

The decrease was primarily due to purchase accounting related impacts from the NI acquisition and higher associated restructuring charges, and the loss on the sale of the Copeland note receivable.

| Other investment-related gains | | | | | | (0.02) | | | | | | — | | | | | | — | | |

| Pensions | | | | | | 0.07 | | | | | | — | | |

| Gains on sales of capital assets in 2022 | | | | | | (0.02) | | | | | | — | | |

| Interest income on Copeland note receivable | | | | | | 0.05 | | | | | | 0.06 | | |

| Other | | | | | | (0.01) | | | | | | — | | |

| Share repurchases | | | | | | 0.14 | | | | | | 0.03 | | |

Foreign currency translation subtracted 2 percent, the Heritage AspenTech acquisition added 3 percent and the divestiture of Metran deducted 1 percent.

The Company generally expects faster economic growth in emerging markets in Asia, Latin America, Eastern Europe and Middle East/Africa.

Underlying international destination sales were up 9 percent, as foreign currency translation had a 3 percent unfavorable impact on the comparison, the Heritage AspenTech acquisition added 3 percent and the divestiture of Metran deducted 1 percent.

On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $240 per share in cash, which implies a fully diluted market capitalization for AspenTech of $15.3 billion and an enterprise value of $15.1 billion.

The Company currently owns approximately 57 percent of AspenTech's outstanding shares of common stock.

The proposal is not subject to any financing condition and would be financed from cash on hand, committed lines of credit and/or other available sources of financing.

Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

No assurance can be given whether the proposal or the review will lead to one or more transactions or as to any of the terms or conditions of such transactions.

See Item 1A - "Risk Factors" for additional information.

On March 31, 2023, Emerson completed the divestiture of Metran, its Russia-based manufacturing subsidiary.

The Company had previously announced its intention to exit business operations in 2022 and recognized a pretax loss of $181 ($190 after-tax, in total $0.32 per share).

This charge included a loss of $36 in operations and $145 reported in Other deductions ($10 of which is reported in restructuring costs) and was primarily non-cash.

See Notes 5 and 8 and the discussion below for further details.

On May 31, 2022 the Company completed the divestiture of its Therm-O-Disc sensing and protection technologies business to an affiliate of One Rock Capital Partners, LLC.

The Company recognized a pretax gain of $486 ($429 after-tax) in 2022.

Climate Technologies (including equity method losses related to the Company's non-controlling common equity interest in Copeland), Therm-O-Disc and InSinkErator are reported within discontinued operations for all periods presented.

On May 16, 2022, the Company completed the transactions contemplated by its definitive agreement with Aspen Technology, Inc. ("Heritage AspenTech") to contribute two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. and the Geological Simulation Software business (collectively, the “Emerson

Industrial Software Business”), along with approximately $6.0 billion in cash to Heritage AspenTech stockholders, to create "New AspenTech" (defined as "AspenTech" herein).

Upon closing of the transaction, Emerson owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis).

AspenTech and its subsidiaries now operate under Heritage AspenTech’s previous name “Aspen Technology, Inc.” and AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.” Due to the timing of the acquisition, the results for the first half of fiscal 2022 do not include the results of Heritage AspenTech.

Cost of sales for 2023 were $7,738, an increase of $240 compared with $7,498 in 2022.

Gross profit was $7,427 in 2023 compared to $6,306 in 2022, while gross margin increased 3.3 percentage points to 49.0 percent due to favorable price less net material inflation, the impact of the Heritage AspenTech acquisition which benefited margins by 0.6 percentage points, and favorable mix.

SG&A expenses of $4,186 in 2023 increased $572 compared with 2022 and SG&A as a percent of sales increased 1.4 percentage points to 27.6 percent, reflecting the Heritage AspenTech acquisition and higher stock compensation expense of $125, of which $75 related to Emerson stock plans due to a higher share price and $50 was attributable to AspenTech stock plans.

These items were partially offset by strong operating leverage on higher sales.

Other deductions, net were $506 in 2023, a decrease of $13 compared with 2022, and included higher intangibles amortization of $146 primarily related to the Heritage AspenTech acquisition and an unfavorable impact from foreign currency transactions of $112 reflecting losses in the current year compared to gains in the prior year.

The prior year included a charge of $145 related to the Company exiting its business in Russia compared to a charge of $47 in

2023.

In 2023, the Company recognized a mark-to-market gain of $56 on its equity investment in NI, and a mark-to-market gain of $24 related to foreign currency forward contracts entered into by AspenTech to mitigate the impact of foreign currency exchange associated with the Micromine purchase price compared to a loss of $50 in 2022.

Emerson [removed: (“the Company”)] [added: Electric Co. ("Emerson", "we", "us", "our" or the "Company”)] is a global technology and software company that provides innovative solutions for customers in a wide range of end markets around the world.

Sales by geographic destination in [removed: 2024] [added: 2025] were: the Americas, [removed: 50] [added: 51] percent; Asia, Middle East & Africa, 30 percent (China, [removed: 11] [added: 10] percent); and Europe, [removed: 20] [added: 19] percent.

These actions were undertaken to create a cohesive, higher [removed: growth and] [added: growth,] higher margin industrial technology [removed: portfolio as] [added: portfolio, and the Company is now] a global automation leader serving a diversified set of end markets.

[removed: Beginning in 2024, the Company reports NI (which] [added: This business] is now referred to as Test & [removed: Measurement)] [added: Measurement and is reported] as a [removed: new] segment in the Software and Control business group.

As a result of its portfolio transformation discussed above, the Company now reports [removed: seven] [added: six] segments and two business groups, which are highlighted in the table below (see Note 20 for further details).

| | | | •Discrete Automation | | | | | | [removed: •AspenTech] | | | | | |

The Discrete Automation segment includes solenoid valves, pneumatic valves, valve position indicators, pneumatic cylinders and actuators, air preparation equipment, pressure and temperature switches, electric linear motion [added: solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries.]

Products within our Control Systems & Software segment are marketed under a variety of brands [removed: including: AMS,] [added: including] DeltaV and Ovation.

[added: This segment also includes the] AspenTech [added: business, which] is a global leader in asset optimization software that enables industrial manufacturers to design, operate and maintain their operations for maximum performance.

Total spending for R&D, engineering expense and customer-funded engineering and development was 8.1 percent of sales in [removed: 2024] [added: 2025 and in 2024,] compared to 6.9 percent in [removed: 2023 and 6.3 percent in 2022.][added: 2023.]

[removed: The Company’s] trademark registrations may be renewed and their duration is dependent upon national laws and trademark use.

Backlog by business group at September 30, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] follows (dollars in millions):

| Intelligent Devices | | | $ | [removed: 4,471] [added: 4,491] | | | | | [removed: 4,491] [added: 4,499] | | |

| Software and Control | | | [removed: 3,302] [added: 3,957] | | | | | | [removed: 3,957] [added: 4,130] | | |

| Total Backlog | | | $ | [removed: 7,773] [added: 8,448] | | | | | [removed: 8,448] [added: 8,629] | | |

The Company continually works to minimize the environmental impact of its operations through safe [added: technologies, facility design and operating procedures.]

The Company also partners with educational institutions [removed: and nonprofit organizations] to help prepare current and future workers with the knowledge and skills they need to succeed.

To assess and improve employee retention and engagement, Emerson implemented a globally consistent, digital continuous listening strategy in 2023 through which all employees across the Company are surveyed annually and [removed: their feedback is used to drive actions that address areas of employee interest and concern.]

In [removed: 2024, 89] [added: 2025, 91] percent of employees participated (up from [removed: 85] [added: 89] percent in [removed: 2023)] [added: 2024)] and Emerson's overall engagement score [removed: increased to] [added: held steady at] 79 [removed: percent (up from 78 percent).][added: percent.]

In addition, Emerson's inclusion index score increased by [removed: 3.5] [added: approximately 1] percentage [removed: points] [added: point] to [removed: 79] [added: 80] percent.

The [removed: Corporate] [added: Emerson] Safety Council is led by our Chief Sustainability Officer and oversees our safety efforts, supported by health and safety [removed: committees and] leaders [added: and committees] that operate [added: in our businesses and] at [removed: the] local [removed: site level.][added: sites.]

In [removed: 2024,] [added: 2025,] the Company's total recordable rate of injuries was [removed: 0.30,] [added: 0.25,] and its lost or restricted workday case rate was [removed: 0.22] [added: 0.20] (both measured as the number of incidents per 100 employees).

The Company and its subsidiaries had approximately [removed: 73,000] [added: 71,000] employees at September 30, [removed: 2024.][added: 2025.]

Our environmental sustainability strategy is focused on driving progress within our [removed: facilities] [added: operations] and helping our customers achieve their [removed: ESG] [added: environmental sustainability] objectives.

[removed: We also introduced a new] [added: The] Technology and Environmental Sustainability Board [removed: committee, which] [added: committee] is tasked with overseeing strategy related to technology and R&D, the [removed: Company’s] [added: Company's] product cybersecurity practices and [removed: Emerson’s] [added: Emerson's] environmental sustainability goals and programs.

Emerson’s environmental sustainability initiatives and strategy are discussed further in our [removed: 2023] [added: 2024] Sustainability Report, which can be found on our website at www.Emerson.com; this report is not incorporated by reference and should not be considered part of this Form 10-K.

They may be accessed as follows: [removed: www.Emerson.com, Investors, SEC Filings.][added: ir.emerson.com/sec-filings.]

- On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion.

As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company.

AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership.

AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented.

The Company’s

The Company’s estimated consolidated order backlog was $8.6 billion and $8.4 billion at September 30, 2025 and 2024.

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

their feedback is used to drive actions that address areas of employee interest and concern.

Hazardous risks are actively identified in the workplace and management tracks both safety-related incidents and corrective actions.

Driving safety culture and accountability to improve workplace safety remains a high priority across the Company.

- On May 31, 2022 the Company completed the divestiture of its Therm-O-Disc sensing and protection technologies business to an affiliate of One Rock Capital Partners, LLC.

- On May 16, 2022, the Company completed the transactions contemplated by its definitive agreement with Aspen Technology, Inc. ("Heritage AspenTech") to contribute two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. and the Geological Simulation Software business (collectively, the “Emerson Industrial Software Business”), along with approximately $6.0 billion in cash to Heritage AspenTech stockholders, to create "New AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies (defined as "AspenTech" herein).

Upon closing of the transaction, Emerson owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis).

AspenTech had 2023 net sales of $1.04 billion.

- On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $240 per share in cash, which implies a fully diluted market capitalization for AspenTech of $15.3 billion and an enterprise value of $15.1 billion.

The Company currently owns approximately 57 percent of AspenTech's outstanding shares of common stock.

The proposal is not subject to any financing condition and would be financed from cash on hand, committed lines of credit and/or other available sources of financing.

Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

No assurance can be given whether the proposal or the review will lead to one or more transactions or as to any of the terms or conditions of such transactions.

See Item 1A - "Risk Factors" for additional information.

Certain prior year amounts have been reclassified to conform to the current year presentation.

This includes the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, and have now been reclassified and reported as discontinued operations for all periods presented (see Note 5).

solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries.

This business is now referred to as Test & Measurement and is reported as a new segment in the Software and Control business group in 2024.

AspenTech

The Company’s estimated consolidated order backlog was $8.4 billion and $7.8 billion at September 30, 2024 and 2023, respectively, of which approximately $1.3 billion and $1.2 billion related to AspenTech, while approximately $400 was attributable to Test & Measurement.

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

technologies, facility design and operating procedures.

Building on this momentum, Emerson in 2024 focused on activating its EVP among employees by further defining it across five key cultural areas: Legacy of Innovation; Challenging, Purposeful Work; Diverse People, Working Together; Limitless Growth; and Global and Local Impact.

Collectively, these five areas form Emerson's differentiated employee experience.

By substantiating progress and achievements in each of these areas, the Company is strengthening its culture and enabling its EVP to be considered at every touchpoint of the employee lifecycle and experience - from HR programs to the actions of leaders, behavioral norms and physical work environment.

Hazards in the workplace are actively identified and management tracks incidents so remedial actions can be taken to improve workplace safety.

The Company is committed to efforts to build diverse teams and foster a work environment that supports our large global workforce and helps us innovate for our customers.

Overall, women represent 33 percent of our global workforce and 24 percent of leadership positions are held by women.

In the U.S., minorities represent 36 percent of our workforce and 23 percent of our leadership positions.

Our global Employee Resource Groups support our diverse workforce and have grown to over 13,000 members.

We are proud to have been named to Fortune Magazine's "America's Most Innovative Companies" list for 2023 and as a "Best Employer for Diversity" by Forbes in 2022.

In 2021, we appointed Mike Train as Chief Sustainability Officer.

This role, part of our Office of the Chief Executive, reflects our focus on sustainability across our company.

Under his leadership, Emerson has made significant strides, and we are strengthening our leadership position as our customers and suppliers work to deliver their environmental targets.

In 2022, we set an ambitious target to achieve net zero greenhouse gas (GHG) emissions across our value chain by 2045 compared to a 2021 baseline.

To set us on the right pathway, we will target net zero operations and a 25 percent reduction of our value chain emissions by 2030, also compared to a 2021 baseline.

In 2023, we established a goal to achieve zero waste to landfill in our manufacturing facilities by 2032, from a 2022 fiscal year baseline, wherever this is compatible with local conditions and regulations.

Our environmental sustainability strategy is summarized by our “Greening Of, Greening By, Greening With” framework.

Greening Of Emerson demonstrates our efforts to improve our internal environmental sustainability performance, including reducing our GHG emissions and energy and water consumption as well as engaging suppliers and other value chain partners.

Greening By Emerson is our approach to delivering hardware and software technology, solutions and expertise that support and enable our customers’ decarbonization and environmental sustainability efforts.

Greening With Emerson reflects how we foster collaboration among stakeholders by participating in environmental sustainability industry forums, partnering to develop innovative solutions, and engaging with governments globally to support sustainability-related policies and regulations.

Information on the Company’s website does not constitute part of this Form 10-K.

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

| Missouri | | | | | | [removed: ] [added: ] | | | 43-0259330 | | |

| St. Louis, | | | Missouri | | | [removed: 63136] [added: 63105] | | | | | |

| [removed: 1.250%] [added: 3.500%] Notes due [removed: 2025] [added: 2037] | | | EMR [removed: 25A] [added: 37] | | | New York Stock Exchange | | |

Common stock outstanding at October 31, [removed: 2024: 570.2] [added: 2025: 561.8] million shares.

Portions of Emerson Electric Co. Notice of [removed: 2025] [added: 2026] Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof.

| 8027 Forsyth Blvd | | | | | | | | | | | |

| | | | | | | NYSE Texas | | |

| 3.000% Notes due 2031 | | | EMR 31A | | | New York Stock Exchange | | |

March 31, 2025: $61.5 billion.

| 8000 W. Florissant Ave. | | | | | | | | | | | |

| P.O. Box 4100 | | | | | | | | | | | |

| | | | | | | NYSE Chicago | | |

March 31, 2024: $64.8 billion.

At September 30, [removed: 2024,] [added: 2025,] the Company had approximately [removed: 130] [added: 120] manufacturing locations worldwide, of which approximately [removed: 40] [added: 35] were located in the United States and [removed: 90] [added: 85] were located outside the United States, primarily in Europe and Asia, and to a lesser extent in Canada and Latin America.

Manufacturing locations by business are: Intelligent Devices, [removed: 120,] [added: 105,] including [removed: 40] [added: 35] in the Final Control segment, [removed: 30] [added: 25] in the Measurement & Analytical segment, [removed: 40] [added: 35] in the Discrete Automation segment, and 10 in the Safety & Productivity segment; and Software and Control, [removed: 5,] [added: 10,] including 2 in the Test & Measurement segment with the remaining in the Control Systems & Software segment.

The following sets forth certain information as of November [removed: 12, 2024,] [added: 10, 2025,] with respect to the Company's executive officers.

These officers have been elected or appointed to terms which expire February [removed: 4, 2025:][added: 3, 2026:]

| [removed: S. L.] [added: Lal] Karsanbhai | | | President and Chief Executive Officer | | | [removed: 55] [added: 56] | | | 2018 | | |

| [removed: R. R.] [added: Ram] Krishnan | | | Executive Vice President and Chief Operating Officer | | | [removed: 53] [added: 54] | | | 2021 | | |

| [removed: M. J.] [added: Michael] Baughman | | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer | | | [removed: 59] [added: 60] | | | 2018 | | |

| [removed: M. H.] [added: Michael] Train | | | Senior Vice President and Chief Sustainability Officer | | | [removed: 62] [added: 63] | | | 2016 | | |

| [removed: L. A.] [added: Lisa] Flavin | | | Senior Vice President, Chief Transformation and Chief Compliance Officer | | | [removed: 59] [added: 60] | | | 2021 | | |

| [removed: P.] [added: Peter] Zornio | | | Senior Vice President and Chief Technology Officer | | | [removed: 61] [added: 62] | | | 2022 | | |

| [removed: V.] [added: Vidya] Ramnath | | | Senior Vice President and Chief Marketing Officer | | | [removed: 57] [added: 58] | | | 2023 | | |

| [removed: N.] [added: Nick] Piazza | | | Senior Vice President and Chief People Officer | | | [removed: 46] [added: 47] | | | 2023 | | |

| [removed: M.] [added: Michael] Tang | | | Senior Vice President, Chief Legal Officer | | | [removed: 50] [added: 51] | | | 2024 | | |

[added: Ram] Krishnan was appointed Executive Vice President and Chief Operating Officer in February 2021.

[added: Michael] Baughman was appointed Executive Vice President and Chief Financial Officer in May 2023, and Chief Accounting Officer in February 2018.

[added: Michael] Train was appointed Senior Vice President and Chief Sustainability Officer in March 2021.

[added: Lisa] Flavin was appointed Senior Vice President and Chief Compliance Officer in March 2021, and assumed the additional role of Chief Transformation Officer in 2023.

Prior to his current position, Mr. Zornio was the Chief Technology Officer for the Automation Solutions Group from June 2017 to [removed: December 2022 and Chief Strategy Officer for Automation Solutions – Systems and Solutions from June 2006 to June 2017.]

The following sets forth certain information about the Company's Board of Directors as of November [removed: 12, 2024.][added: 10, 2025.]

| James [removed: S.] Turley | | | Chair of the Emerson Board, and Retired Chairman and CEO | | | Ernst & Young | | |

| Mark [removed: A.] Blinn | | | Former CEO, President and Director | | | Flowserve Corporation | | |

| Joshua [removed: B.] Bolten | | | CEO | | | Business Roundtable | | |

| Calvin [removed: G.] Butler | | | President and CEO | | | Exelon | | |

| Martin [removed: S.] Craighead | | | Former Chairman, President and CEO | | | Baker Hughes | | |

| Gloria [removed: A.] Flach | | | Retired Corporate Vice President and Chief Operating Officer | | | Northrop Grumman | | |

| Lori [removed: M.] Lee | | | [removed: CEO, AT&T Latin America and] Global Marketing Officer [added: and Senior Executive Vice President] | | | AT&T Inc. | | |

| Matthew [removed: S.] Levatich | | | Retired President and CEO | | | Harley-Davidson, Inc. | | |

| James [removed: M.] McKelvey | | | Co-Founder, Block (formerly Square), Founder, Invisibly, Inc., and General Partner, Fintop Capital | | | Fintop Capital | | |

December 2022 and Chief Strategy Officer for Automation Solutions – Systems and Solutions from June 2006 to June 2017.

Ram R.

Michael J.

Michael H.

Lisa A.

| | | | | | | | | |

| William H. Easter III | | | Former Chairman, President and CEO | | | DCM Midstream LLC | | |

| Leticia Goncalves Lourenco | | | President, Precision Fermentation and ADM Ventures | | | Archer Daniels Midland Company | | |

There were approximately [removed: 14,500] [added: 13,500] stockholders of record at September 30, [removed: 2024.][added: 2025.]

The following graph compares the total return on a cumulative basis through September 30, [removed: 2024,] [added: 2025,] assuming reinvestment of dividends, of $100 invested in Company common stock as of market close on September 30, [removed: 2019] [added: 2020] to the S&P 500 Index and the S&P 500 Capital Goods Index.

[removed: ][added: ]

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

| July 2025 | | | | | | | | | — | | | | | | | | | | | | $— | | | | | | | | | | | | — | | | | | | | | | 19,765 | | |

| August 2025 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 19,765 | | |

| September 2025 | | | | | | | | | 155 | | | | | | | | | | | | 128.90 | | | | | | | | | | | | 155 | | | | | | | | | 19,610 | | |

| Total | | | | | | | | | 155 | | | | | | | | | | | | $128.90 | | | | | | | | | | | | 155 | | | | | | | | | 19,610 | | |

In November 2025, the Board of Directors authorized the purchase of up to 50 million shares.

This is in addition to the authorization approved by the Board in March 2020 for the purchase of up to 60 million shares, of which approximately 19.6 million shares remain available at September 30, 2025.

| Emerson | | | 100 | | | 147 | | | 117 | | | 158 | | | 182 | | | 223 | | | 17.4 | | % |

| S&P 500 | | | 100 | | | 130 | | | 110 | | | 134 | | | 182 | | | 214 | | | 16.4 | | % |

| S&P 500 Capital Goods | | | 100 | | | 134 | | | 114 | | | 146 | | | 210 | | | 255 | | | 20.6 | | % |

| July 2024 | | | | | | | | | — | | | | | | | | | | | | $— | | | | | | | | | | | | — | | | | | | | | | 31,415 | | |

| August 2024 | | | | | | | | | 1,964 | | | | | | | | | | | | 103.75 | | | | | | | | | | | | 1,964 | | | | | | | | | 29,451 | | |

| September 2024 | | | | | | | | | 559 | | | | | | | | | | | | 100.54 | | | | | | | | | | | | 559 | | | | | | | | | 28,892 | | |

| Total | | | | | | | | | 2,523 | | | | | | | | | | | | $103.04 | | | | | | | | | | | | 2,523 | | | | | | | | | 28,892 | | |

In March 2020, the Board of Directors authorized the purchase of 60 million shares and a total of approximately 28.9 million shares remain available under the authorization.

| Emerson | | | 100 | | | 101 | | | 149 | | | 118 | | | 159 | | | 184 | | | 13.0 | | % |

| S&P 500 | | | 100 | | | 115 | | | 150 | | | 127 | | | 154 | | | 210 | | | 16.0 | | % |

| S&P 500 Capital Goods | | | 100 | | | 95 | | | 128 | | | 108 | | | 139 | | | 200 | | | 14.9 | | % |

| | | | [removed: 2022 | | | | | |] 2023 | | | | | | [removed: 2024] [added: 2024] | | |

| Net sales | | | $ | [removed: 13,804] [added: 15,165] | | | | | [removed: 15,165] [added: 17,492] | | | | | | [removed: 17,492] [added: 18,016] | | |

| Cost of sales | | | [removed: 7,498] [added: 7,738] | | | | | | [removed: 7,738] [added: 8,607] | | | | | | [removed: 8,607] [added: 8,497] | | |

| Selling, general and administrative expenses | | | [removed: 3,614] [added: 4,186] | | | | | | [removed: 4,186] [added: 5,142] | | | | | | [removed: 5,142] [added: 5,103] | | |

| Gain on subordinated interest | | | [removed: (453)] [added: (161)] | | | | | | [removed: (161)] [added: (79)] | | | | | | [removed: (79)] [added: —] | | |

| Loss on Copeland note receivable | | | — | | | | | | [removed: —] [added: 279] | | | | | | [removed: 279] [added: —] | | |

| Other deductions, net | | | [removed: 519] [added: 506] | | | | | | [removed: 506] [added: 1,434] | | | | | | [removed: 1,434] [added: 1,245] | | |

| Interest expense, net of interest income of: [removed: 2022, $34;] 2023, $227; 2024, [removed: $148] [added: $148; 2025, $150] | | | [removed: 194] [added: 34] | | | | | | [removed: 34] [added: 175] | | | | | | [removed: 175] [added: 237] | | |

| Interest income from related party | | | [removed: —] [added: (41)] | | | | | | [removed: (41)] [added: (86)] | | | | | | [removed: (86)] [added: —] | | |

| Earnings from continuing operations before income taxes | | | [removed: 2,432] [added: 2,903] | | | | | | [removed: 2,903] [added: 2,020] | | | | | | [removed: 2,020] [added: 2,934] | | |

| Income taxes | | | [removed: 549] [added: 642] | | | | | | [removed: 642] [added: 415] | | | | | | [removed: 415] [added: 696] | | |

| Earnings from continuing operations | | | [removed: 1,883] [added: 2,261] | | | | | | [removed: 2,261] [added: 1,605] | | | | | | [removed: 1,605] [added: 2,238] | | |

| Discontinued operations, net of tax of [removed: $306, $2,969] [added: $2,969, $85] and [removed: $85,] [added: $(4),] respectively | | | [removed: 1,347] [added: 10,939] | | | | | | [removed: 10,939] [added: 350] | | | | | | [removed: 350] [added: 8] | | |

| Net earnings | | | [removed: 3,230] [added: 13,200] | | | | | | [removed: 13,200] [added: 1,955] | | | | | | [removed: 1,955] [added: 2,246] | | |

| Less: Noncontrolling interests in earnings of subsidiaries | | | [removed: (1)] [added: (19)] | | | | | | [removed: (19)] [added: (13)] | | | | | | [removed: (13)] [added: (47)] | | |

| Net earnings common stockholders | | | $ | [removed: 3,231] [added: 13,219] | | | | | [removed: 13,219] [added: 1,968] | | | | | | [removed: 1,968] [added: 2,293] | | |

| Earnings from continuing operations | | | $ | [removed: 1,886] [added: 2,286] | | | | | [removed: 2,286] [added: 1,618] | | | | | | [removed: 1,618] [added: 2,285] | | |

| Discontinued operations | | | [removed: 1,345] [added: 10,933] | | | | | | [removed: 10,933] [added: 350] | | | | | | [removed: 350] [added: 8] | | |

| Earnings from continuing operations | | | $ | [removed: 3.17] [added: 3.98] | | | | | [removed: 3.98] [added: 2.83] | | | | | | [removed: 2.83] [added: 4.05] | | |

| Discontinued operations | | | [removed: 2.27] [added: 19.02] | | | | | | [removed: 19.02] [added: 0.61] | | | | | | [removed: 0.61] [added: 0.01] | | |

| Basic earnings per common share | | | $ | [removed: 5.44] [added: 23.00] | | | | | [removed: 23.00] [added: 3.44] | | | | | | [removed: 3.44] [added: 4.06] | | |

| Earnings from continuing operations | | | $ | [removed: 3.16] [added: 3.96] | | | | | [removed: 3.96] [added: 2.82] | | | | | | [removed: 2.82] [added: 4.03] | | |

| Discontinued operations | | | [removed: 2.25] [added: 18.92] | | | | | | [removed: 18.92] [added: 0.61] | | | | | | [removed: 0.61] [added: 0.01] | | |

| Diluted earnings per common share | | | $ | [removed: 5.41] [added: 22.88] | | | | | [removed: 22.88] [added: 3.43] | | | | | | [removed: 3.43] [added: 4.04] | | |

| Basic | | | [removed: 592.9] [added: 574.2] | | | | | | [removed: 574.2] [added: 571.3] | | | | | | [removed: 571.3] [added: 564.0] | | |

| Diluted | | | [removed: 596.3] [added: 577.3] | | | | | | [removed: 577.3] [added: 574.0] | | | | | | [removed: 574.0] [added: 566.7] | | |

| [removed: | | | | | | 2022 | | |] [added: Performance period] | | | [added: 2021 -] 2023 | | | | | | [removed: 2024] [added: 2022 - 2024] | | |

| Net earnings | | | | | | $ | [removed: 3,230] [added: 13,200] | | | | | [removed: 13,200] [added: 1,955] | | | | | | [removed: 1,955] [added: 2,246] | | |

| Foreign currency translation | | | | | | [removed: (644)] [added: 254] | | | | | | [removed: 254] [added: 400] | | | | | | [removed: 400] [added: 47] | | |

| Pension and postretirement | | | | | | [removed: 37] [added: (25)] | | | | | | [removed: (25)] [added: 2] | | | | | | [removed: 2] [added: (24)] | | |

| Cash flow hedges | | | | | | [removed: (14)] [added: 4] | | | | | | [removed: 4] [added: (13)] | | | | | | [removed: (13)] [added: 20] | | |

| Total other comprehensive income (loss) | | | | | | [removed: (621)] [added: 233] | | | | | | [removed: 233] [added: 389] | | | | | | [removed: 389] [added: 43] | | |

| Comprehensive income | | | | | | [removed: 2,609] [added: 13,433] | | | | | | [removed: 13,433] [added: 2,344] | | | | | | [removed: 2,344] [added: 2,289] | | |

| Less: Noncontrolling interests in comprehensive income of subsidiaries | | | | | | [removed: (9)] [added: (18)] | | | | | | [removed: (18)] [added: (9)] | | | | | | [removed: (9)] [added: (51)] | | |

| Comprehensive income common stockholders | | | | | | $ | [removed: 2,618] [added: 13,451] | | | | | [removed: 13,451] [added: 2,353] | | | | | | [removed: 2,353] [added: 2,340] | | |

| | | | 2023 | | | | | | [removed: 2024] [added: 2024] | | | [added: | | | 2025 | | |]

| [removed: Cash] [added: Beginning cash] and equivalents | | | [removed: $] [added: 1,804] | [added: | | | | |] 8,051 | | | | | [added: |] 3,588 | | |

| Receivables, less allowances of [removed: $100 in 2023 and] $121 in 2024 [added: and $123 in 2025] | | | [removed: 2,518] [added: 2,927] | | | | | | [removed: 2,927] [added: 3,101] | | |

| Inventories | | | [removed: 2,006] [added: 2,180] | | | | | | [removed: 2,180] [added: 2,213] | | |

| Other current assets | | | [removed: 1,244] [added: 1,497] | | | | | | [removed: 1,497] [added: 1,725] | | |

| Purchase of noncontrolling interest | | | — | | | | | | — | | | | | | (1,400) | | |

| Settlement of AspenTech share awards | | | — | | | | | | — | | | | | | (76) | | |

| Reclass negative APIC to retained earnings | | | — | | | | | | — | | | | | | 1,321 | | |

| Net earnings common stockholders | | | 13,219 | | | | | | 1,968 | | | | | | 2,293 | | |

| Reclass negative APIC to retained earnings | | | — | | | | | | — | | | | | | (1,321) | | |

| Purchase of noncontrolling interest | | | — | | | | | | — | | | | | | (7,244) | | |

| Repurchase of AspenTech share awards | | | — | | | | | | — | | | | | | (76) | | |

On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company.

As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company.

AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership.

AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented.

See Notes 4 and 20.

In the fourth quarter of 2025, the Company adopted ASU No. 2023-07 (Topic 280), *Improvements to Reportable Segment Disclosures*, which requires disclosure of significant segment expenses on an annual and interim basis.

The new standard also requires disclosure of the Company's chief operating decision maker and interim disclosure of each reportable segment's total assets.

This standard has no impact on the accounting for reportable segments.

See Note 20.

termination of the agreement to purchase Micromine.

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

On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion.

Emerson also incurred fees of $76 ($65 after-tax) and paid $76 to settle certain AspenTech share-based awards that were outstanding prior to the transaction closing.

The purchase of the remaining outstanding shares and related costs are reported as an adjustment to Equity.

Separately, AspenTech incurred $127 ($113 after-tax) of deal-related fees which are reported as acquisition/divestiture costs in Other deductions, net.

AspenTech is now reported as a part of the Control Systems & Software segment in the Software and Control business group, see Note 20.

On November 15, 2024, AspenTech acquired Open Grid Systems Limited, a global provider of network model management technology and a pioneer in developing model-driven applications supporting open access to data through industry standards, for a total purchase price of $46, net of cash acquired.

The Company recognized goodwill of $32 (none of which is expected to be tax deductible) and other identifiable intangible assets of $20, consisting of developed technology and customer relationships with a weighted-average useful life of approximately 5 years.

Cash from operating activities for 2025 primarily reflects approximately $0.6 billion of income taxes paid related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland.

Intangibles amortization for 2025 and 2024 included $425 and $560, respectively, related to the NI acquisition.

The increase in acquisition/divestiture costs in 2025 is primarily related to the AspenTech transaction.

| Severance and benefits | | | $ | 105 | | | | | | | | 120 | | | | | | | | | | | | 109 | | | | | | | | | 116 | | |

| Total | | | $ | 112 | | | | | | | | 136 | | | | | | | | | | | | 128 | | | | | | | | | 120 | | |

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

| 2026 | | | | | | | | | | | | | | | $ | 170 | |

| 2027 | | | | | | | | | | | | | | | 131 | | |

| 2030 | | | | | | | | | | | | | | | 53 | | |

| Thereafter | | | | | | | | | | | | | | | 244 | | |

| Acquisitions | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32 | | | | | | — | | | | | | | | | | | | 32 | | |

| Balance, September 30, 2025 | | | $ | 2,718 | | | | | 1,604 | | | | | | 945 | | | | | | 421 | | | | | | 9,037 | | | | | | 3,468 | | | | | | | | | | | | 18,193 | | |

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

In March 2025, the Company issued €500 of 3.0% notes due March 2031 and €500 of 3.5% notes due March 2037.

The net proceeds from the sale of the euro notes were used for general corporate purposes and to fund a portion of the purchase price of the AspenTech transaction (see Note 4).

| | | | | | | | | | | | | | | | | | |

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

| Copeland note receivable and equity investment held-for-sale | | | 3,255 | | | | | | — | | |

| AspenTech acquisition | | | 5,890 | | | | | | — | | | | | | — | | |

| Divestitures of businesses | | | 17 | | | | | | — | | | | | | — | | |

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024.

As a result of these transactions, the equity interest and note receivable are reported as held-for-sale in the prior year, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented, and cash flows related to U.S. tax distributions have been reclassified to operating cash flows from discontinued operations (see Notes 5 and 8).

In 2022, the Company adopted three accounting standard updates, each of which had an immaterial or no impact on the Company's financial statements.

These included:

- Updates to Accounting Standards Codification ("ASC") 805, *Business Combinations*, which clarify the accounting for contract assets and liabilities assumed in a business combination.

In general, this will result in contract liabilities being recognized at their historical amounts under ASC 606, rather than at fair value in accordance with the general requirements of ASC 805.

- Updates to ASC 740, *Income Taxes*, which require the recognition of a franchise tax that is partially based on income as an income-based tax with any incremental amount as a non-income based tax.

These updates also make certain changes to intra-period tax allocation principles and interim tax calculations.

- Updates to ASC 321, *Equity Securities*, ASC 323 *Investments - Equity Method and Joint Ventures*, and ASC 815, *Derivatives and Hedging*, which clarify how to account for the transition into and out of the equity method of accounting when evaluating observable transactions.

| | | | | | | | | | | | | | | |

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

Estimated fair values of reporting units are Level 3 measures and are developed generally

Tangible products represent a large majority of the delivered

The Company expects

| | | | | | | | | |

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

The estimated intangible assets attributable to the transaction are comprised of the following (in millions):

Pro Forma Financial Information

The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition occurred as of that time ($ in millions, except per share amounts).

Aspen Technology

On May 16, 2022, the Company completed the transactions contemplated by its definitive agreement with Aspen Technology, Inc. ("Heritage AspenTech") to contribute two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. and the Geological Simulation Software business (collectively, the “Emerson Industrial Software Business”), along with approximately $6.0 billion in cash to Heritage AspenTech stockholders, to create "New AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies (defined as "AspenTech" herein).

Upon closing of the transaction, Emerson beneficially owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis) and former Heritage AspenTech stockholders owned the remaining outstanding shares of AspenTech common stock.

AspenTech and its subsidiaries now operate under Heritage AspenTech’s previous name “Aspen Technology, Inc.” and AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.”

The business combination has been accounted for using the acquisition method of accounting with Emerson considered the accounting acquirer of Heritage AspenTech.

The net assets of Heritage AspenTech were recorded at their estimated fair value and the Emerson Industrial Software Business continues at its historical basis.

The Company recorded a noncontrolling interest of $5.9 billion for the 45 percent ownership interest of former Heritage AspenTech stockholders in AspenTech.

The noncontrolling interest associated with the Heritage AspenTech acquired net assets was recorded at fair value determined using the closing market price per share of Heritage AspenTech as of May 16, 2022, while the portion attributable to the Emerson Industrial Software business was recorded at its historical carrying amount.

The impact of recognizing the noncontrolling interest in the Emerson Industrial Software Business resulted in a decrease to additional paid-in-capital of $550.

The following table summarizes the components of the purchase consideration reflected in the acquisition accounting using Heritage AspenTech's shares outstanding and closing market price per share as of May 16, 2022 (in millions except share and per share data):

| Heritage AspenTech shares outstanding | | | | | | 66,662,482 | | |

| Heritage AspenTech share price | | | | | | $ | 166.30 | |

| Purchase price | | | | | | $ | 11,086 | |

| Value of stock-based compensation awards attributable to pre-combination service | | | | | | 102 | | |

| Total purchase consideration | | | | | | $ | 11,188 | |

The total purchase consideration for Heritage AspenTech was allocated to assets and liabilities as follows.

Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of September 30, [removed: 2024] [added: 2025] to provide reasonable assurance of achieving these objectives.

There was no change in the Company's internal control over financial reporting during the quarter ended September 30, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

During the three-month period ended September 30, [removed: 2024,] [added: 2025,] none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Information regarding nominees and directors appearing under "Proxy Item No. 1: Election of Directors" in the Emerson Electric Co. Notice of Annual Meeting of Shareholders and Proxy Statement for the February [removed: 2025] [added: 2026] annual shareholders' meeting (the [removed: "2025] [added: "2026] Proxy Statement") is hereby incorporated by reference.

Information regarding the Audit Committee and Audit Committee Financial Expert appearing under "Board and Committee Operations—Board and Corporate Governance— Committees of Our Board of Directors," "Board and Committee Operations—Corporate Governance and Nominating Committee—Nomination Process" and "— Proxy Access" in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation Tables" (other than "Pay vs. Performance"), "Board and Committee Operations—Corporate Governance and Nominating Committee—Director Compensation," "Board and Committee Operations—Compensation Committee" (including, but not limited to, the information set forth under "Role of Executive Officers and the Compensation Consultant," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation") in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

The information regarding beneficial ownership of shares by nominees and continuing directors, named executive officers, five percent beneficial owners, and by all directors and executive officers as a group appearing under "Ownership of Emerson Equity Securities" in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of September 30, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 5,782,000] [added: 5,892,000] | | | | | | | | | | | | [removed: $51.71] [added: $54.16] | | | | | | | | | | | | [removed: 17,504,000] [added: 15,703,000] | | | | | |

Shares included in column (a) assume the maximum payouts, where applicable, and are as follows: (i) [removed: 288,000] [added: 98,000] shares reserved for outstanding stock option awards, (ii) [removed: 1,037,000] [added: 954,000] shares reserved for performance share awards granted in [removed: 2024,] [added: 2025,] (iii) [removed: 1,345,000] [added: 1,010,000] shares reserved for performance share awards granted in [removed: 2023,] [added: 2024,] (iv) [removed: 1,332,000] [added: 1,333,000] shares reserved for performance share awards granted in [removed: 2022] [added: 2023] and (v) [removed: 1,780,000] [added: 2,497,000] shares reserved for outstanding restricted stock unit awards.

The table above includes [removed: awards of 793,000] [added: 338,000] shares outstanding as of September 30, [removed: 2024] [added: 2025] relating to restricted stock units and performance stock units which were originally issued by National Instruments Corporation and assumed by Emerson and converted into Emerson time-based restricted stock units in connection with the acquisition of National Instruments Corporation in early fiscal 2024.

[removed: Included in column (c) are shares remaining available for award] under [removed: previously approved plans as follows: (i) 16,000,000 under] the 2024 Incentive Shares Plan, (ii) [removed: 963,000] [added: 124,000] under the 2015 Incentive Shares Plan, (iii) [removed: 503,000] [added: 247,000] under the 2006 Incentive Shares Plan,and (iv) [removed: 38,000] [added: 25,000] under the Restricted Stock Plan for Non-Management Directors.

| Total | | | | | | 5,892,000 | | | | | | | | | | | | $54.16 | | | | | | | | | | | | 15,703,000 | | | | | |

The table above also includes 503,000 shares outstanding as of September 30, 2025 relating to restricted stock units and performance stock units which were originally issued by AspenTech and assumed by Emerson and converted into Emerson time-based restricted stock units in connection with the March 2025 acquisition of AspenTech.

Included in column (c) are shares remaining available for award under previously approved plans as follows: (i) 15,307,000

| Total | | | | | | 5,782,000 | | | | | | | | | | | | $51.71 | | | | | | | | | | | | 17,504,000 | | | | | |

Information appearing under “Board and Committee Operations—Board and Corporate Governance—Review, Approval or Ratification of Transactions with Related Persons," "—Certain Business Relationships and Related Party Transactions" and "—Director Independence" in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

Information appearing under "Board and Committee Operations—Audit Committee—Fees Paid to KPMG LLP" in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

2(g) [Unit Purchase Agreement, dated as of June 6, 2024, among Emersub 21 LLC, Emersub 22 LLC, Humboldt Hermetic Motor Corp., Emersub XLVI, Inc., BCP Emerald Aggregator L.P., Emerald JV Holdings L.P., and Emerald JV Holdings G.P. [removed: LLC](https://www.sec.gov/Archives/edgar/data/32604/000095010324008002/dp212498_ex0202.htm)[,](https://www.sec.gov/Archives/edgar/data/32604/000095010324008002/dp212498_ex0202.htm)] [added: LLC,](https://www.sec.gov/Archives/edgar/data/32604/000095010324008002/dp212498_ex0202.htm)] incorporated by reference to the Company’s Form 8-K filed on June 6, 2024, File No. 1-278, Exhibit 2.2.

3(a) [Restated Articles of Incorporation of Emerson Electric Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260401500011/articles2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2001, File No. 1-278, Exhibit 3(a); [Termination of Designated Shares of Stock and Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock](https://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt), incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit [removed: 3(a).][added: 3(a); [Amendment to the Company’s Restated Articles of Incorporation](https://www.sec.gov/Archives/edgar/data/32604/000003260425000048/a021025msosemersonelectr.htm), incorporated by reference to the Company’s Form 8-K filed on February 14, 2025, File No. 1-278, Exhibit 3.1]

4(d) [Description [removed: of](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit4dfy24.htm) [1.250%] [added: of 2.000%] Notes due [removed: 2025] [added: 2029, 3.000% Notes due 2031] and [removed: 2.000%] [added: 3.500%] Notes due [removed: 2029](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit4dfy24.htm),] [added: 2037](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit4dfy25.htm),] filed herewith.

10(e)* [Fifth Amendment to the Supplemental Executive Savings Investment Plan](https://www.sec.gov/Archives/edgar/data/32604/0000032604-99-000007.txt), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 1999, File No. 1-278, Exhibit 10(j), and [Form of Participation Agreement and Form of Annual Election](https://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-8.htm), incorporated by [added: reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.8 (applicable only with respect to benefits vested as of December 31, 2004).]

10(l)* [Emerson Electric Co. 2006 Incentive Shares Plan](https://www.sec.gov/Archives/edgar/data/32604/000106880005000769/emerprox.txt), incorporated by reference to Emerson Electric Co. 2006 Proxy Statement dated December 16, 2005, Appendix C, [Amendment for 409A Compliance](https://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), [Forms of Performance Shares Award Certificate and Acceptance of Award (used on or prior to September 30, 2009) and Restricted Shares Award Agreement (used on or prior to September 30, 2011)](https://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), [Amendment to Emerson Electric Co. 2006 Incentive Shares Plan](https://www.sec.gov/Archives/edgar/data/32604/000114420408044085/v121762_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2008, File No. 1-278, Exhibit 10.1, [Forms of Performance Shares Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary](https://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009 (used after September 30, 2009 [removed: and on or prior to September 30, 2011), File No. 1-278, Exhibit 10.2, [Forms of Performance Shares Award Certificate and Acceptance of Award](https://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-3.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.3 (used after September 30, 2011), and [Form of Restricted Shares Award Agreement](https://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-4.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.4 (used after September 30, 2011).]

10(m) [Credit Agreement dated as of February 17, [removed: 2023.,](https://www.sec.gov/Archives/edgar/data/32604/000110465923023788/tm237322d1_ex10-1.htm)] [added: 2023,](https://www.sec.gov/Archives/edgar/data/32604/000110465923023788/tm237322d1_ex10-1.htm)] incorporated by reference to the Company’s Form 8-K, filed on February 21, 2023, File No. 1-278, Exhibit 10.1.

10(n)* [2011 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/32604/000095012310112771/c61168dfdef14a.htm), incorporated by reference to Emerson Electric Co. 2011 Proxy Statement dated December 10, 2010, File No. 1-278, Appendix B, 2011 [Stock Option Plan as Amended and Restated effective October 1, 2012](https://www.sec.gov/Archives/edgar/data/32604/000003260412000012/exhibit10rfy12.htm), incorporated by reference to Emerson Electric Co. 2012 Form 10-K, File No. 1-278, Exhibit 10(r), [Forms of Notice of Grant of Stock Options, Option [removed: Agreement](https://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-1.htm)][added: Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.1 and [Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.2.]

[removed: [and Incentive Stock Option Agreement under the 2011 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-1.htm),] [added: and on or prior to September 30, 2011), File No. 1-278, Exhibit 10.2, [Forms of Performance Shares Award Certificate and Acceptance of Award](https://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-3.htm),] incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended [removed: March] [added: December] 31, [removed: 2012,] [added: 2011,] File No. 1-278, Exhibit [removed: 10.1] [added: 10.3 (used after September 30, 2011),] and [removed: [Forms of Notice of Grant] [added: [Form] of [removed: Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-2.htm),] [added: Restricted Shares Award Agreement](https://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-4.htm),] incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended [removed: March] [added: December] 31, [removed: 2012,] [added: 2011,] File No. 1-278, Exhibit [removed: 10.2.][added: 10.4 (used after September 30, 2011).]

10(o)* [Emerson Electric Co. 2015 Incentive Shares Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260414000052/emersonproxystatement2015a.htm#s499493357b434e7aaeb3614bfefa2de8), incorporated by reference to Emerson Electric Co. 2015 Proxy Statement dated December 12, 2014, Appendix B, [Forms of Performance Shares Award Certificate and Acceptance of Award (used on or prior to November 5, 2018), Performance Shares Program Award Summary (used on or prior to November 5, 2018) and Form of Restricted Shares Award Agreement (used on or prior to November 5, 2018)](https://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10u.htm), incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(u), [Form of Restricted Shares Award Agreement (used after November 5, 2018)](https://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit101.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.1, [Form of Restricted Stock [removed: Un](https://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm)[its] [added: Units] Program Acceptance of Award (used after November 5, 2018)](https://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2 and F[orm of Performance Share Program Acceptance of Award (used after November 5, 2018)](https://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit103.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.3., [Form of Emerson Electric Co. Performance Shares Program Award Agreement (used after November 1, 2021)](https://www.sec.gov/Archives/edgar/data/32604/000003260422000009/q1fy22exhibit102.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2021, File No. 1-278, Exhibit 10.2 [First Amendment to the Emerson Electric Co. 2015 Incentive Shares Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260424000008/q1fy24exhibit103.htm), incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2023, File No. 1-278, Exhibit 10.3 [removed: [](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_1)[F](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_1)[orm] [added: [Form] of Performance Shares Program Acceptance Award Agreement (used after November 6, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_1), filed herewith,] [added: 2023)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm), incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278, Exhibit 10(o),] [Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 6, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_35), filed herewith.][added: 2023)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm), incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278, Exhibit 10(o).]

[removed: Bulanda, signed November 22, 2022.](https://www.sec.gov/Archives/edgar/data/32604/000119312522293383/d427018dex101.htm),] [added: 10(r)* [364-Day Credit Agreement dated as of February 11, 2025](https://www.sec.gov/Archives/edgar/data/32604/000003260425000048/a364-daycreditagreement_.htm),] incorporated by reference to the [removed: Company’s] [added: Company's] Form [removed: 8-K,] [added: 8-K] filed on [removed: November 28, 2022,] [added: February 14, 2025,] File No. 1-278, Exhibit [removed: 10.1.][added: 10.1]

[removed: Dellaquila.](https://www.sec.gov/Archives/edgar/data/32604/000119312523133091/d476266dex101.htm),] [added: 97 [Incentive Compensation Recovery (Clawback) Policy,] incorporated by reference to [removed: the Company’s] [added: Emerson Electric Co. 2023] Form [removed: 8-K, filed on May 3, 2023,] [added: 10-K] File No. 1-278, Exhibit [removed: 10.1.][added: 97](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)]

[removed: Bosco,](https://www.sec.gov/Archives/edgar/data/32604/000119312523286334/d608106dex101.htm) [](https://www.sec.gov/Archives/edgar/data/32604/000119312523286334/d608106dex101.htm)] [added: 10(w)* [Emerson Defined Contribution Supplemental Executive Retirement Plan](https://www.sec.gov/Archives/edgar/data/32604/000095010324015969/dp220300_ex1001.htm),] incorporated by reference to the Company's Form [removed: 8-K] [added: 8-K,] filed on November [removed: 30, 2023,] [added: 5, 2024,] File No. 1-278, Exhibit [removed: 10.1.][added: 10.1, [First Amendment](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit10wfy25.htm) [](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit10wfy25.htm)[to the Emerson Defined Contribution Supplemental Executive Retirement Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit10wfy25.htm), filed herewith.]

[removed: 10(x)*] [added: 10(v)*] [Emerson Electric Co. 2024 Equity Incentive Plan,](https://www.sec.gov/ix?doc=/Archives/edgar/data/32604/000119312523291718/d552762ddef14a.htm) incorporated by reference to the Emerson Electric Co. 2024 Proxy Statement dated December 8, 2023, File No. 1-278, Appendix C.

[Form of Performance Shares Program Acceptance Award Agreement (used after November 4, 2024)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10xfy24.htm#ib8fd74fc2f8d49529493e1905dda05c6_1), [removed: filed herewith,] [added: incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278 Exhibit 10(x),] [Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 4, 2024),](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10xfy24.htm#ib8fd74fc2f8d49529493e1905dda05c6_36) [removed: filed herewith,] [added: incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278 Exhibit 10(x),] [Form of Restricted Shares Award Agreement (used after November 4, 2024),](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10xfy24.htm#ib8fd74fc2f8d49529493e1905dda05c6_57) [removed: filed herewith][added: incorporated by reference to Emerson Electric Co. 2024 Form 10-K, File No. 1-278 Exhibit 10(x)]

19 [Insider Trading Policies and [removed: Procedure](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit19fy24.htm)[s,](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit19fy24.htm)] [added: Procedures](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit19fy25.htm)[,](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit19fy25.htm)] filed herewith

21 [Subsidiaries of Emerson Electric [removed: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit21fy24.htm)][added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit21fy25.htm)]

23 [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit23fy24.htm)][added: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit23fy25.htm)]

24 [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit24fy24.htm)][added: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit24fy25.htm)]

31 [Certifications pursuant to Exchange Act Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit31fy24.htm)][added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit31fy25.htm)]

32 [Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit32fy24.htm)][added: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260425000087/exhibit32fy25.htm)]

[removed: 101] [added: 101.INS] Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended September 30, [removed: 2022, 2023] [added: 2023, 2024] and [removed: 2024,] [added: 2025,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2022,] 2023, [added: 2024,] and [removed: 2024] [added: 2025] (iii) Consolidated Balance Sheets at September 30, [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2022, 2023] [added: 2023, 2024] and [removed: 2024,] [added: 2025,] (v) Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2022, 2023] [added: 2023, 2024] and [removed: 2024,] [added: 2025,] and (vi) Notes to Consolidated Financial Statements for the year ended September 30, [removed: 2024.][added: 2025.]

2(h) [Agreement and Plan of Merger, dated January 26, 2025, by and among Emerson Electric Co., Aspen](https://www.sec.gov/Archives/edgar/data/32604/000095010325000884/dp223816_ex0201.htm) [](https://www.sec.gov/Archives/edgar/data/32604/000095010325000884/dp223816_ex0201.htm)[Technology, Inc. and Emersub CXV, Inc.](https://www.sec.gov/Archives/edgar/data/32604/000095010325000884/dp223816_ex0201.htm), incorporated by reference to the Company’s Form 8-K filed on January 27, 2025, File No. 1-278, Exhibit 2.1.

2(i) [Letter Agreement, dated as of March 7, 2025, among Emerson Electric Co., Aspen Technology, Inc. and](https://www.sec.gov/Archives/edgar/data/32604/000114036125007760/ef20045139_ex2-1.htm) [](https://www.sec.gov/Archives/edgar/data/32604/000114036125007760/ef20045139_ex2-1.htm)[Emersub CXV, Inc.](https://www.sec.gov/Archives/edgar/data/32604/000114036125007760/ef20045139_ex2-1.htm), incorporated by reference to the Company’s Form 8-K filed on March 10, 2025, File No. 1-278, Exhibit 2.1

10(x)* [Emerson Electric Co. 2025 Employee Stock Purchase Plan](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000032604/000003260424000057/emr-20241213.htm), incorporated by reference to the Emerson Electric Co. 2025 Proxy Statement dated December 13, 2024, File No. 1-278, Appendix D

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.8 (applicable only with respect to benefits vested as of December 31, 2004).

10(r)* [Letter Agreement dated November 16, 2022 between Emerson Electric Co. and Mark J.

10(v)* [Letter Agreement dated May 2, 2023 between Emerson Electric Co. and Frank J.

10(w)* [Letter Agreement dated November 28, 2023 between Emerson Electric Co. and Sara Y.

10(y)* [Defined Contribution Supplemental Executive Retirement Plan](https://www.sec.gov/Archives/edgar/data/32604/000095010324015969/dp220300_ex1001.htm), incorporated by reference to the Company's Form 8-K, filed on November 5, 2024, File No. 1-278, Exhibit 10.1

97 [Incentive Compensation Recovery (Clawback) Polic](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)[y,](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm) [incorporated by reference to](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm) [Emerson Electric Co. 2023 Form 10-K Fi](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)[le No. 1](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)[\-278, Exhibit 97](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November [removed: 12, 2024,] [added: 10, 2025,] by the following persons on behalf of the registrant and in the capacities indicated.

| | | | | | | November 10, 2025 | | | | | |

| | | | | | | November 12, 2024 | | | | | |

| | | | | | | | | |

| * | | | | | | Director | | |

| W. H. Easter III | | | | | | | | |

| L. Goncalves | | | | | | | | |