UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 12, 2026 (November 10, 2026)
Emerson Electric Co.
(Exact name of registrant as specified in its charter)
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Missouri
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1-278
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43-0259330
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8027 Forsyth Blvd., St. Louis, Missouri 63105
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(Address of principal executive offices and zip code)
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Registrant’s telephone number, including area code: (314)
553-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Common Stock, $0.50 par value per share
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EMR
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New York Stock Exchange
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NYSE Texas
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| 2.000% Notes due 2029 |
EMR 29
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New York Stock Exchange
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3.000% Notes due 2031
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EMR 31A
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New York Stock Exchange
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3.500% Notes due 2037
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EMR 37
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New York Stock Exchange
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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. ☐
On November 10, 2026, Emerson Electric Co. (the “Company”) entered into a pricing agreement (the “Pricing Agreement”) dated November 10, 2026 (incorporating the
Underwriting Agreement Standard Provisions dated November 10, 2026 (the “Standard Provisions”)) with J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch International and Goldman Sachs & Co. LLC, as representatives of
the several underwriters named in Schedule I thereto (together, the “Underwriters”), in connection with the public offering of €750,000,000 aggregate principal amount of the Company’s 4.000% Notes due 2032 (the “Notes”). The Notes are being sold to the Underwriters at an issue price of 99.264% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 99.639% of the
principal amount thereof. The closing of the transaction is subject to customary closing conditions and is expected to occur on November 13, 2026. The Company is in the process of applying to list the Notes on the New York Stock Exchange.
The Notes are expected to be issued on November 13, 2026, pursuant to an indenture dated as of December 10, 1998 (the “Base Indenture”), between the Company and
Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association as successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as
trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture to be dated as of November 13, 2026 (the “Fourth Supplemental Indenture”) between the Company and the Trustee. Pursuant to an Agency Agreement to be dated as of November
13, 2026 (the “Agency Agreement”) relating to the Notes, the Company will appoint U.S. Bank Europe DAC, UK Branch to act as paying agent for the Notes and U.S. Bank Trust Company, National Association to act as registrar and transfer agent for the
Notes.
The Notes are being offered and sold pursuant to the Company’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-299935),
filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2026. The Company has filed with the SEC a prospectus supplement, dated November 10, 2026, together with the accompanying prospectus, dated November 9, 2026, related to
the offering and sale of the Notes. This Current Report on Form 8‑K adds exhibits to that Registration Statement. This Current Report is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these
securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
The Company expects the net proceeds from the sale of the Notes to be approximately €744.5 million (or approximately $830.4 million based upon a euro/U.S. dollar exchange
rate as of November 6, 2026 of €1.00 = $1.1154, as published by the Board of Governors of the Federal Reserve System)), before deducting estimated expenses of the offering. The Company expects to use the net proceeds primarily to repay the
Company’s commercial paper borrowings, and also for general corporate purposes. The notes will be senior unsecured obligations and will rank equally with all of the Company’s existing and future unsecured and unsubordinated debt.
The Notes will bear interest at the rate of 4.000% per year. Interest on the Notes is payable on November 13 of each year, beginning on November 13, 2027. The Notes will
mature on November 13, 2032. Prior to maturity, the Company may redeem any or all of the Notes at any time at the redemption prices described in the Notes. The notes will be issued in minimum denominations of €100,000 and integral multiples of
€1,000 in excess thereof.
The above description of the Standard Provisions, the Pricing Agreement and the Notes is qualified in its entirety by reference to the Standard Provisions, the Pricing
Agreement, the Base Indenture, the Fourth Supplemental Indenture and the form of Notes, each of which is incorporated by reference into the Registration Statement. The Original Indenture was filed with the SEC as Exhibit 4(b) to the Company’s
Annual Report on Form 10-K for the fiscal year ended September 30, 1998. The Standard Provisions, the Pricing Agreement, the form of the Fourth Supplemental Indenture, the form of the Agency Agreement and the form of the Notes are attached to this
Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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1.1
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Underwriting Agreement Standard Provisions dated November 10, 2026.
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1.2
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Pricing Agreement dated November 10, 2026, by and between Emerson Electric Co., J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch
International and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (included in Exhibit 1.1 above).
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4.1
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Form of Fourth Supplemental Indenture, to be dated as of November 13, 2026, by and between the Company and Computershare Trust Company, N.A., as trustee.
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4.2
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Form of Agency Agreement, to be dated as of November 13, 2026, by and among the Company, as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, U.S. Bank
Trust Company, National Association, as registrar and transfer agent, and Computershare Trust Company, N.A., as trustee.
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4.3
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Form of 4.000% Notes due 2032 (included in Exhibit 4.1).
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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Date: November 12, 2026
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EMERSON ELECTRIC CO.
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By:
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/s/ John A. Sperino
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John A. Sperino
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Vice President and Assistant Secretary
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