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) August 18, 2025
Air Products and Chemicals, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-04534 | 23-1274455 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1940 Air Products Boulevard Allentown,
Pennsylvania 18106-5500
(Address of principal executive offices and Zip Code)
(610) 481-4911
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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, par value $1.00 per share | APD | New York Stock Exchange | ||
| 0.500% Euro Notes due 2028 | APD28 | New York Stock Exchange | ||
| 2.950% Euro Notes due 2031 | APD31 | New York Stock Exchange | ||
| 0.800% Euro Notes due 2032 | APD32 | New York Stock Exchange | ||
| 3.250% Euro Notes due 2032 | APD32B | New York Stock Exchange | ||
| 4.000% Euro Notes due 2035 | APD35 | New York Stock Exchange | ||
| 3.450% Euro Notes due 2037 | APD37 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 18, 2025, the board of directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company”) elected Howard Ungerleider as a director of the Company, effective September 1, 2025. Mr. Ungerleider, 56, is an Operating Advisor at Clayton, Dubilier & Rice, a leading private equity firm, and previously served from 2018 to 2023 as President and from 2014 to 2023 as Chief Financial Officer of Dow Inc. and its predecessors.
In connection with Mr. Ungerleider’s election, the Board considered his independence under New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines and concluded that he will be an independent director under these standards. The Board assigned Mr. Ungerleider to serve as a member of its Audit and Finance Committee, also effective September 1, 2025.
Mr. Ungerleider will receive compensation and be subject to indemnification for serving as a member of the Board consistent with the Company’s normal arrangements for non-employee directors, which are described in the Company’s definitive proxy statement for its 2025 annual meeting of shareholders. There are no arrangements or understandings between Mr. Ungerleider and any other person pursuant to which Mr. Ungerleider was elected as a director, and neither Mr. Ungerleider nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the election of Mr. Ungerleider is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 20, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| Air Products and Chemicals, Inc. | ||||||
| (Registrant) | ||||||
| Date: August 20, 2025 | By: | /s/ Matthew Lepore | ||||
| Matthew Lepore | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||