Published
# Emerson Electric Co. (EMR) — Material Events from SEC Filings ## Filings that contain financial statements Emerson is a domestic filer, so its reviewed interim statements live in the Forms 10-Q. Each quarterly earnings release furnished as Exhibit 99.1 to a Form 8-K nonetheless carries a full set of unaudited consolidated tables, and those are the primary public source for the quarter's figures on the day they are released: - **Form 8-K filed August 4, 2026 — accession 0000032604-26-000042** (Exhibit 99.1, third quarter fiscal 2026). Consolidated operating results for the quarter and nine months ended June 30, 2026; consolidated balance sheet at June 30, 2026 with September 30, 2025 comparative; consolidated statement of cash flows for the **nine months** ended June 30, 2026 only. The three-month operating and free cash flow figures ($1,425 million and $1,323 million) appear in the release's highlights and reconciliation tables, not in the cash flow statement itself. - **Form 8-K filed May 5, 2026 — accession 0000032604-26-000034** (Exhibit 99.1, second quarter fiscal 2026). Quarter and six months ended March 31, 2026; balance sheet at March 31, 2026; cash flows for the six months ended March 31, 2026. - **Form 8-K filed February 3, 2026 — accession 0000032604-26-000006** (Exhibit 99.1, first quarter fiscal 2026). Quarter ended December 31, 2025; balance sheet at December 31, 2025; cash flows for the three months ended December 31, 2025. - **Form 8-K filed November 5, 2025 — accession 0000032604-25-000079** (Exhibit 99.1, fourth quarter and fiscal year ended September 30, 2025). Quarter and full-year operating results, balance sheet at September 30, 2025 with the prior-year comparative, and full-year cash flows. - **Form 8-K filed November 20, 2025 — accession 0000032604-25-000094** (Exhibit 99.1). Supplemental unaudited historical segment sales, cost of sales, gross profit and earnings for fiscal 2021 through fiscal 2025, recast onto the five-segment structure adopted for fiscal 2026. Explicitly not a restatement of previously issued financial statements. The Form 10-Q for the quarter ended June 30, 2026 is accession 0000032604-26-000043, filed August 4, 2026; the Form 10-K for fiscal 2025 is accession 0000032604-25-000087, filed November 10, 2025. --- ## Results and guidance **August 4, 2026 — Third quarter fiscal 2026 results; full-year outlook raised.** Net sales of $4,873 million were up 7% (underlying sales up 6%), pretax earnings were $916 million at a 18.8% margin (up 270 basis points), GAAP EPS was $1.28 and adjusted EPS $1.71. Operating cash flow was $1,425 million and free cash flow $1,323 million. Management raised full-year fiscal 2026 guidance to approximately $4.89 GAAP EPS and approximately $6.55 adjusted EPS, with net sales growth of approximately 5% and free cash flow of approximately $3.6 billion — the top of the range given in May. Underlying orders were up 7%, led by Software & Systems. CEO Lal Karsanbhai noted that "the conflict in the Middle East remains fluid." (Accession 0000032604-26-000042.) **May 5, 2026 — Second quarter fiscal 2026 results; outlook updated.** Net sales of $4,562 million were up 3% but underlying sales grew only 0.5%, which management attributed to the impact of the conflict in the Middle East. Adjusted segment EBITA margin slipped 40 basis points to 27.6% while pretax margin rose 320 basis points to 17.4%; adjusted EPS was $1.54 against GAAP EPS of $1.10. Full-year guidance was trimmed to net sales growth of approximately 4.5% (from approximately 5.5%) and underlying growth of approximately 3% (from approximately 4%), while the adjusted EPS range was lifted at the low end to $6.45–$6.55 from $6.40–$6.55. (Accession 0000032604-26-000034.) **February 3, 2026 — First quarter fiscal 2026 results.** Net sales of $4,346 million were up 4%, underlying sales up 2%, and underlying orders up 9% — described as a fourth consecutive quarter of strong orders growth. Pretax margin fell 80 basis points to 17.8%; adjusted EPS was $1.46. Full-year guidance for net sales growth was held at approximately 5.5% with underlying growth of approximately 4%, and the adjusted EPS range was narrowed upward at the low end to $6.40–$6.55 from $6.35–$6.55. (Accession 0000032604-26-000006.) **November 5, 2025 — Fourth quarter and fiscal 2025 results; initial fiscal 2026 outlook.** Fiscal 2025 net sales were $18,016 million, up 3%, with pretax margin of 16.3% (up 480 basis points), GAAP EPS of $4.03 from continuing operations and adjusted EPS of $6.00. Free cash flow was $3,245 million, up 12%. Management said it had completed the Test & Measurement integration and delivered on its commitment to $200 million of run-rate cost synergies. Initial fiscal 2026 guidance was $6.35–$6.55 adjusted EPS on approximately 5.5% sales growth. (Accession 0000032604-25-000079.) ## Capital returns and capital structure **November 5, 2025 — Dividend raised 5% and a new 50 million share repurchase authorization.** The quarterly dividend was increased 5% to $0.555 per share, payable December 10, 2025. The Board separately authorized the repurchase of up to 50 million shares of common stock over the next several years, in addition to the March 2020 authorization for 60 million shares, of which approximately 20 million shares remained available. (Accession 0000032604-25-000079.) The $0.555 quarterly rate was declared again alongside each subsequent quarter's results — payable March 10, 2026 (accession 0000032604-26-000006), June 10, 2026 (accession 0000032604-26-000034) and September 10, 2026 (accession 0000032604-26-000042). Across fiscal 2026 the company has framed its capital allocation as a pivot toward returning cash to shareholders: approximately $2.2 billion for the year, split roughly $1.0 billion of buybacks and $1.2 billion of dividends. Through the nine months ended June 30, 2026 it had paid $935 million of dividends and repurchased $898 million of stock. **February 10, 2026 — New $2 billion 364-day credit facility.** Emerson entered into a $2 billion 364-day credit agreement with JPMorgan Chase Bank as agent, expiring February 9, 2027. It replaces the $3 billion 364-day facility entered into on February 11, 2025, which expired by its terms — a $1 billion reduction in committed backstop capacity. The facility is unsecured and supports general corporate purposes including backing commercial paper; the company states there are no outstanding loans or letters of credit under it, that it has never borrowed under this or prior similar facilities, and that it has no current intention to do so. (Accession 0000032604-26-000022.) **March 4, 2025 — $1.5 billion of notes issued to help fund the AspenTech buy-in.** Emerson closed public offerings of €500 million of 3.000% Notes due 2031, €500 million of 3.500% Notes due 2037 and $500 million of 5.000% Notes due 2035, for net proceeds of approximately $1,536.7 million before expenses. Proceeds were earmarked for general corporate purposes, repayment of commercial paper and part of the AspenTech purchase price. The pricing agreements had been signed on February 25, 2025. (Accessions 0001140361-25-006938 and 0001140361-25-006525.) ## Portfolio and segment reporting **March 12, 2025 — Acquisition of the AspenTech minority closed.** Emerson completed the acquisition of Aspen Technology, Inc., buying in the outstanding shares it did not already own at $265 per share in cash following a tender offer that expired March 11, 2025 with approximately 72% of the unaffiliated shares tendered. Emersub CXV, Inc. merged into AspenTech under Section 251(h) of the Delaware General Corporation Law, with AspenTech surviving. The cost was approximately $7.2 billion; because Emerson already controlled AspenTech, the purchase is reported as an adjustment to equity rather than as a business combination. The expiration date had been extended by one day under a March 7, 2025 letter agreement. (Accessions 0001140361-25-008247, 0001140361-25-007760 and, for the accounting treatment, the Form 10-Q at accession 0000032604-26-000043.) No further acquisitions or divestitures have been disclosed since. The only other transaction noted in the current filings is AspenTech's November 15, 2024 purchase of Open Grid Systems Limited for $46 million net of cash acquired, and there were no purchases of businesses in the nine months ended June 30, 2026. **November 20, 2025 — Reportable segments restructured into five segments.** Emerson announced that, with its transformation complete, it had revised its management organization and would report five segments beginning in fiscal 2026: Control Systems & Software and Test & Measurement (together the Software & Systems group), Sensors (formerly described as Measurement & Analytical) and Final Control (together the Intelligent Devices group), and Safety & Productivity. The former Discrete Automation segment was dismantled, with programmable automation controllers moving to Control Systems & Software, fluid and motion control to Final Control, and electrical equipment and materials joining to Safety & Productivity. Five fiscal years of recast segment history were furnished alongside. (Accession 0000032604-25-000094.) ## Regulatory and legal **Tariff refunds under the IEEPA ruling.** In February 2026 the U.S. Supreme Court ruled that the International Emergency Economic Powers Act does not authorize the imposition of tariffs. U.S. Customs and Border Protection opened a refund claims portal on April 20, 2026, and in the quarter ended June 30, 2026 Emerson filed claims and received $82 million of tariff refunds ($0.11 per share), recorded in cost of sales. This was a significant contributor to the quarter's gross margin, which rose 1.9 percentage points to 54.5%. The company states that the timing and amount of any further refunds remain uncertain and that no benefit has been recognized for additional potential refunds of IEEPA tariffs previously paid. The refund is excluded from adjusted earnings. (Form 10-Q, accession 0000032604-26-000043; the $82 million and $0.11 per share amounts also appear in the earnings release at accession 0000032604-26-000042.) ## Governance and management **May 5, 2026 — Jennifer G. Newstead elected to the Board.** The Board elected Newstead, Senior Vice President and General Counsel of Apple and previously Chief Legal Officer of Meta, as a director effective August 3, 2026, serving on the Compensation Committee and the Corporate Governance and Nominating Committee. The Board expands to 11 members. She received a $95,000 pro rata restricted stock unit award against the $190,000 RSU portion of the annual non-management director retainer. (Accession 0000032604-26-000034.) **February 3, 2026 — Annual meeting; board declassification proposal failed.** Shareholders elected the three nominated directors, approved executive compensation on an advisory basis and ratified KPMG LLP as auditor for fiscal 2026. A proposal to amend the Restated Articles of Incorporation to declassify the Board failed: it required 85% of outstanding shares in favor, and while 415,208,804 shares voted for against only 5,746,906 opposed, that fell short of the supermajority threshold. (Accession 0000032604-26-000017.) **November 13, 2025 — Special premium-priced option awards to the CEO and COO.** The Compensation Committee granted President and CEO Lal Karsanbhai and EVP and COO Ram Krishnan 350,000 stock options each, in five equal tranches of 70,000 with exercise prices of $128.46 (the grant-date closing price) and at 25%, 50%, 75% and 100% premiums to it — $160.575, $192.69, $224.805 and $256.92. Each tranche vests pro rata over five years and must be exercised within ten years. Eighty percent of the awards are struck above the market price at grant, so they deliver value only on substantial share price appreciation. (Accession 0000032604-25-000091.) **March 10, 2025 — Director resignation.** The Board accepted the resignation of Leticia Gonçalves Lourenco, effective immediately, following a change in her principal occupation. (Accession 0000950103-25-003340.) --- ## Not reflected in the filings No current report discloses a pending or signed acquisition, divestiture, impairment, restructuring program announcement, or material litigation outcome beyond the tariff refunds described above. Emerson's restructuring spending is disclosed through the periodic reports rather than as a discrete announced program. Restructuring and related costs were $99 million in the third quarter of fiscal 2026 against $41 million a year earlier: $87 million and $37 million of that sits in other deductions, net, with the remaining $12 million and $4 million reported in cost of sales and selling, general and administrative expenses.