emr-20251103
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 3, 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 | |||||||||||
| 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 | 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 2.02 Results of Operations and Financial Condition
Quarterly Results Press Release
On Wednesday, November 5, 2025, a press release was issued regarding the fourth quarter and full year results of Emerson Electric Co. (the “Company”). A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
References to underlying orders in the press release refer to the Company's trailing three-month average orders growth versus the prior year, excluding currency, significant acquisitions and divestitures.
Non-GAAP Financial Measures
The press release contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. The reasons management believes that these non-GAAP financial measures provide useful information are set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and in the press release furnished with this Form 8-K.
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 | ||||||||
| 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 5, 2025 | By: | /s/ John A. Sperino | ||||||||
John A. Sperino Vice President and Assistant Secretary | |||||||||||