UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): November 313, 2025 )

Emerson Electric Co.

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(Exact Name of Registrant as Specified in Charter)


Missouri	1-278	43-0259330
--------------------------------- (State or Other Jurisdiction of Incorporation)	------------------- (Commission	--------------------------- (I.R.S. Employer Identification Number)
	File Number)

8027 Forsyth Blvd
8027 Forsyth Blvd.
St. Louis,	Missouri	63105
------------------------------------------------(Address of Principal Executive Offices)		------------------(Zip Code)

Registrant’s telephone number, including area code:

(314) 553-2000

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock of $0.50 par value per share	EMR	New York Stock Exchange
		NYSE Texas
2.000% Notes due 2029	EMR 29	New York Stock Exchange
3.000% Notes due 2031	~~EMR 31A~~EMR31A	New York Stock Exchange
3.500% Notes due 2037	EMR 37	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Quarterly~~On ~~Results~~November ~~Press~~13, ~~Release~~2025, the Compensation Committee (the “Committee”) of the Board of Directors of Emerson Electric Co. (“Emerson”, “our” or “the Company”) approved the grant of a Special Performance-based Award to our President and Chief Executive Officer, Lal Karsanbhai, and to our Executive Vice President and Chief Operating Officer, Ram Krishnan.

OnUnder ~~Wednesday,~~the ~~November 5,~~leadership ~~2025,~~and astrategic ~~press~~vision ~~release~~of ~~was~~Messrs. ~~issued~~Karsanbhai ~~regarding~~and ~~the~~Krishnan, ~~fourth~~Emerson ~~quarter~~has ~~and~~accelerated ~~full~~the ~~year~~automation ~~results~~focused transformation of ~~Emerson~~the ~~Electric~~Company, ~~Co.~~positioning (the “Company”) for higher growth, more resilience, and differentiation through its software-defined technology stack combined with hardware-advantaged solutions and robust financial and operational performance. AConsidering ~~copy~~the critical roles of ~~this~~Messrs. ~~press~~Karsanbhai ~~release~~and isKrishnan ~~furnished~~in ~~with~~implementing ~~this~~our ~~Current~~go-forward ~~Report~~strategy, onthe ~~Form~~Committee 8designed the Special Performance-Kbased asAwards ~~Exhibit~~to 99incentivize and support the continued success of our repositioned portfolio and the creation of long-term shareholder value.1.

~~References~~The toSpecial ~~underlying~~Performance-based ~~orders~~Awards were granted in the ~~press~~form ~~release~~of ~~refer~~long-term, performance-based stock options, with the exercise price for 80% of the awards set at a significant premium to the ~~Company's~~fair ~~trailing~~market ~~three~~value of our common stock as of the grant date. Pursuant to this performance-~~month~~based ~~average~~award ~~orders~~structure, ~~growth~~which ~~versus~~was designed by the ~~prior~~Committee ~~year~~with advice and input from the Committee’s independent compensation consultant, ~~excluding~~Exequity ~~currency~~LLP, our shareholders must realize significant ~~acquisitions~~appreciation in our stock price in order for Messrs. Karsanbhai and ~~divestitures~~Krishnan to receive the full value of the awards. Accordingly, the Committee believes these awards further strengthen the link between the long-term interests of Messrs. Karsanbhai and Krishnan and our shareholders, support leadership continuity, and align with Emerson’s pay-for-performance philosophy.

~~Non~~Under the Special Performance-~~GAAP~~based ~~Financial~~Awards, ~~Measures~~on November 13, 2025, each of Mr. Karsanbhai and Mr. Krishnan were awarded an aggregate of 350,000 stock options, consisting of 70,000 stock options with an exercise price of $128.46 per share, the closing price of a share of our common stock on the NYSE on the grant date, 70,000 stock options with an exercise price of $160.575 per share, which represented a 25% premium over the closing price of a share of our common stock on the NYSE on the grant date, 70,000 stock options with an exercise price of $192.69 per share, which represented a 50% premium over the closing price of a share of our common stock on the NYSE on the grant date, 70,000 stock options with an exercise price of $224.805 per share, which represented a 75% premium over the closing price of a share of our common stock on the NYSE on the grant date and 70,000 stock options with an exercise price of $256.92 per share, which represented a 100% premium over the closing price of a share of our common stock on the NYSE on the grant date.

~~The~~Each ~~press~~tranche ~~release~~of ~~contains~~70,000 ~~non-GAAP~~stock ~~financial~~options ~~measures~~vests aspro ~~such~~rata ~~term~~over isa ~~defined~~period inof ~~Regulation~~five Gyears ~~under~~on the ~~rules~~anniversary of the ~~Securities~~date ~~and~~of ~~Exchange~~grant, ~~Commission.~~such ~~While~~that ~~the~~14,000 ~~Company~~stock ~~believes~~options ~~these~~at ~~non-GAAP~~each ~~financial~~exercise ~~measures~~price ~~are~~would ~~useful~~vest ineach ~~evaluating~~year. ~~the~~The ~~Company,~~stock ~~this~~options ~~information~~are ~~should~~generally besubject ~~considered~~to ascontinued ~~supplemental~~employment inthrough ~~nature~~the ~~and~~applicable ~~not~~vesting asdate aand ~~substitute~~must ~~for~~be orexercised ~~superior~~within to10 ~~the~~years ~~related~~of ~~financial~~the ~~information~~grant ~~prepared in accordance with GAAP~~date. The ~~Further,~~stock ~~these~~options ~~non-GAAP~~are ~~financial~~subject ~~measures~~to ~~may~~accelerated ~~differ~~vesting ~~from~~in ~~similarly~~the ~~titled~~event ~~measures~~of ~~presented~~death byor ~~other~~disability ~~companies.~~or ~~The~~on ~~reasons~~a ~~management~~“double-trigger” ~~believes~~basis ~~that~~in ~~these~~connection ~~non-GAAP~~with ~~financial~~a ~~measures~~change ~~provide~~in ~~useful~~control, ~~information~~as ~~are~~provided ~~set forth~~ in the Company’s ~~most~~shareholder ~~recent~~approved ~~Form~~2024 ~~10-K~~Equity ~~filed~~Incentive ~~with~~Plan ~~the~~(“Plan”). ~~Securities~~The ~~and~~awards ~~Exchange~~also ~~Commission~~include ~~and~~confidentiality, innon-competition, ~~the~~and ~~press release furnished with this Form 8~~non-Ksolicitation obligations.

Forward-Looking and Cautionary Statements

Statements in the press release that are not strictly historical may be “forward-looking” statements, which represent management’s expectations, based on currently available information. Actual results, performance or achievements could differ materially from those expressed in any forward-looking statement. Any forward-looking statements in the press release speak only as of the date of the press release. Emerson undertakes no obligation to update any such statements to reflect new information or later developments. Examples of risks and uncertainties that may cause our actual results or performance to be materially different from those expressed or implied by forward looking statements include the scope, duration and ultimate impacts of the Russia-Ukraine and other global conflicts, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, as set forth in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. The outlook contained herein represents the Company's expectation for its consolidated results, other than as noted herein.

Item 8.01 Other Events

On November 5, 2025, Emerson Electric Co. (the “Company”) announced that its Board of Directors has authorized the Company to repurchase up to 50 million shares of its common stock over the next several years. The authorization is in addition to the 60 million share repurchase authorization approved in March of 2020, which has approximately 20 million shares remaining available.

The shares may be repurchased in open market or private transactions and the timing, manner, price and amount of shares to be repurchased will be determined by management, with oversight by the Company’s Board of Directors, based on market conditions and other factors management deems appropriate. There can be no assurances as to the timing, manner, price or amount of any purchases, which may be suspended at any time. Repurchased shares may be used for the Company’s employee benefit plans and other corporate purposes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number						Description of Exhibits
99.1						Emerson's November 5, 2025 press release announcing fourth quarter and full year results.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EMERSON ELECTRIC CO.(Registrant)
Date:	November 514, 2025	By:	/s/ John A. Sperino
			John A. SperinoVice President andAssistant Secretary

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