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Item 9A. Controls and Procedures

2025-11-10 compared with 2024-11-12 · 49 added, 27 removed, 258 unchanged (23% of the section changed)

51 unchanged sentences

As provided by the Company’s Incentive Shares Plans, performance shares awards represent a commitment to issue such shares without cash payment by the employee, contingent upon achievement of the performance objectives and continued service by the employee.

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

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

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

The price in column (b) represents the weighted-average exercise price for outstanding options.

Included in column (c) are shares remaining available for award under previously approved plans as follows:

(i) 16,000,000 under the 2024 Incentive Shares Plan, (ii) 963,000 under the 2015 Incentive Shares Plan, (iii) 503,000 under the 2006 Incentive Shares Plan,and (iv) 38,000 under the Restricted Stock Plan for Non-Management Directors.

(i) 15,307,000

under the 2024 Inc entive Shares Plan, ( ii) 124,000 under the 2015 Incentive Shares Plan, (iii) 247,000 under the 2006 Incentive Shares Plan,and (iv) 25,000 under the Restricted Stock Plan for Non-Management Directors.

Information regarding stock option plans and incentive shares plans is set forth in Note 17.

31 unchanged sentences

1-278, Exhibit 2.2.

2(h)** Agreement and Plan of Merger, dated January 26, 2025, by and among Emerson Electric Co., Aspen Technology, Inc.

and Emersub CXV, Inc.

, 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 Emersub CXV, Inc.

, incorporated by reference to the Company’s Form 8-K filed on March 10, 2025, File No.

1-278, Exhibit 2.1

3(a) Restated Articles of Incorporation of Emerson Electric Co.

5 unchanged sentences

1-278, Exhibit 3(a);

Amendment to the Company’s Restated Articles of Incorporation , incorporated by reference to the Company’s Form 8-K filed on February 14, 2025, File No.

1-278, Exhibit 3.1

3(b) Bylaws of Emerson Electric Co ., as amended through May 4, 2021, incorporated by reference to the Company's Form 8-K dated May 4, 2021, filed on May 4, 2021, File No.

15 unchanged sentences

1-278, Exhibit 4(c).

4(d) Description of 1.250% Notes due 2025 and 2.000% Notes due 2029 , filed herewith.

4(d) Description of 2.000% Notes due 2029, 3.000% Notes due 2031 and 3.500% Notes due 2037 , filed herewith.

No other long-term debt instruments are filed since the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of Emerson Electric Co.

24 unchanged sentences

Form 10-Q for the quarter ended March 31, 1999, File No.

1-278, Exhibit 10(j), and Form of Participation Agreement and Form of Annual Election , incorporated by

reference to Emerson Electric Co.

1-278, Exhibit 10(j), and Form of Participation Agreement and Form of Annual Election , incorporated by reference to Emerson Electric Co.

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

37 unchanged sentences

1-278, Exhibit 10.1, Forms of Performance Shares Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2009 (used after September 30, 2009 and on or prior to September 30, 2011), File No.

Form 10-Q for the quarter ended December 31, 2009 (used after September 30, 2009

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 , incorporated by reference to Emerson Electric Co.

13 unchanged sentences

2012 Form 10-K, File No.

1-278, Exhibit 10(r), Forms of Notice of Grant of Stock Options, Option Agreement

and Incentive Stock Option Agreement under the 2011 Stock Option Plan , incorporated by reference to Emerson Electric Co.

1-278, Exhibit 10(r), Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended March 31, 2012, File No.

7 unchanged sentences

1-278, Exhibit 10(u), Form of Restricted Shares Award Agreement (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.1, Form of Restricted Stock Un its Program Acceptance of Award (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.1, Form of Restricted Stock Units Program Acceptance of Award (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2 and F orm of Performance Share Program Acceptance of Award (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

5 unchanged sentences

Form 10-Q for the quarter ended December 31, 2023, File No.

1-278, Exhibit 10.3 F orm of Performance Shares Program Acceptance Award Agreement (used after November 6, 2023) , filed herewith, Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 6, 2023) , filed herewith.

1-278, Exhibit 10.3 Form of Performance Shares Program Acceptance Award Agreement (used after November 6, 2023) , incorporated by reference to Emerson Electric Co.

2024 Form 10-K, File No.

1-278, Exhibit 10(o), Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 6, 2023) , incorporated by reference to Emerson Electric Co.

2024 Form 10-K, File No.

1-278, Exhibit 10(o).

10(p) Transaction Agreement dated as of July 29, 2016 among Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power Grp, LLC and Cortes NP JV Holdings, LLC , incorporated by reference to Emerson Electric Co.

9 unchanged sentences

1-278, Exhibit 10.1.

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

Bulanda, signed November 22, 2022.

, incorporated by reference to the Company’s Form 8-K, filed on November 28, 2022, File No.

10(r)* 364-Day Credit Agreement dated as of February 11, 2025 , incorporated by reference to the Company's Form 8-K filed on February 14, 2025, File No.

1-278, Exhibit 10.1

9 unchanged sentences

1-278, Exhibit 10(c).

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

, incorporated by reference to the Company’s Form 8-K, filed on May 3, 2023, File No.

1-278, Exhibit 10.1.

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

Bosco, incorporated by reference to the Company's Form 8-K filed on November 30, 2023, File No.

1-278, Exhibit 10.1.

10(x)* Emerson Electric Co.

10(v)* Emerson Electric Co.

2024 Equity Incentive Plan, incorporated by reference to the Emerson Electric Co.

1 unchanged sentence

1-278, Appendix C.

Form of Performance Shares Program Acceptance Award Agreement (used after November 4, 2024) , filed herewith, Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 4, 2024), filed herewith, Form of Restricted Shares Award Agreement (used after November 4, 2024), filed herewith

10(y)* Defined Contribution Supplemental Executive Retirement Plan , incorporated by reference to the Company's Form 8-K, filed on November 5, 2024, File No.

1-278, Exhibit 10.1

19 Insider Trading Policies and Procedure s, filed herewith

Form of Performance Shares Program Acceptance Award Agreement (used after November 4, 2024) , incorporated by reference to Emerson Electric Co.

2024 Form 10-K, File No.

1-278 Exhibit 10(x), Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 4, 2024), incorporated by reference to Emerson Electric Co.

2024 Form 10-K, File No.

1-278 Exhibit 10(x), Form of Restricted Shares Award Agreement (used after November 4, 2024), incorporated by reference to Emerson Electric Co.

2024 Form 10-K, File No.

1-278 Exhibit 10(x)

10(w)* Emerson Defined Contribution Supplemental Executive Retirement Plan , incorporated by reference to the Company's Form 8-K, filed on November 5, 2024, File No.

1-278, Exhibit 10.1, First Amendment to the Emerson Defined Contribution Supplemental Executive Retirement Plan , filed herewith.

10(x)* Emerson Electric Co.

2025 Employee Stock Purchase Plan , incorporated by reference to the Emerson Electric Co.

2025 Proxy Statement dated December 13, 2024, File No.

1-278, Appendix D

19 Insider Trading Policies and Procedures , filed herewith

21 Subsidiaries of Emerson Electric Co.

3 unchanged sentences

32 Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.

97 Incentive Compensation Recovery (Clawback) Polic y, incorporated by reference to Emerson Electric Co.

2023 Form 10-K Fi le No.

97 Incentive Compensation Recovery (Clawback) Policy, incorporated by reference to Emerson Electric Co.

2023 Form 10-K File No.

1-278, Exhibit 97

101 Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language):

101.INS Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) Consolidated Statements of Earnings for the years ended September 30, 2023, 2024 and 2025, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, 2024, and 2025 (iii) Consolidated Balance Sheets at September 30, 2024 and 2025, (iv) Consolidated Statements of Equity for the years ended September 30, 2023, 2024 and 2025, (v) Consolidated Statements of Cash Flows for the years ended September 30, 2023, 2024 and 2025, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2025.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures