Emerson Electric (NYSE: EMR) SVP withholds stock to cover tax obligations

Rhea-AI Filing Summary

Emerson Electric senior vice president and Chief Sustainability Officer Michael H. Train reported a routine tax-withholding transaction. On the vesting of a previously reported stock grant under a shareholder-approved plan, 5,286 shares of common stock were withheld to cover required minimum taxes at a fair market value of $131.6138 per share.

After this withholding, Train directly holds 245,711 common shares. He also has indirect retirement-related holdings of 12,559.653 shares in a 401(k) plan and 1,373.176 shares in a 401(k) excess plan, indicating a substantial continuing equity position in Emerson.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Train Michael H.

Role SVP & Chief Sustain Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,286	$131.6138	$696K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 245,711 shares (Direct); Common Stock — 12,559.653 shares (Indirect, 401(k) plan)

Footnotes (1)

1. Shares withheld for required minimum taxes upon vesting of previously reported stock grant under shareholder approved benefit plan exempt pursuant to Rule 16b-3. Fair market value on date of withholding described in Note 1.

Key Figures

Shares withheld for taxes: 5,286 shares Withholding price: $131.6138 per share Direct holdings after transaction: 245,711 shares +2 more

5 metrics

Shares withheld for taxes 5,286 shares Tax-withholding disposition on vesting of stock grant

Withholding price $131.6138 per share Fair market value on withholding date

Direct holdings after transaction 245,711 shares Common stock directly owned after tax withholding

401(k) plan holdings 12,559.653 shares Common stock in 401(k) plan, indirect ownership

401(k) excess plan holdings 1,373.176 shares Common stock in 401(k) excess plan, indirect ownership

Key Terms

tax-withholding disposition, Rule 16b-3, 401(k) plan, 401(k) excess plan, +1 more

5 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Rule 16b-3 regulatory

"benefit plan exempt pursuant to Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

401(k) plan financial

"nature_of_ownership": "401(k) plan""

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

401(k) excess plan financial

"nature_of_ownership": "401(k) excess plan""

shareholder approved benefit plan financial

"stock grant under shareholder approved benefit plan exempt"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Train Michael H.

(Last) (First) (Middle)

C/O EMERSON ELECTRIC CO.

8027 FORSYTH BLVD.

(Street)

ST. LOUIS MISSOURI 63105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
EMERSON ELECTRIC CO [ EMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Sustain Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/06/2026		F(1)		5,286(1)	D	$131.6138(2)	245,711	D
Common Stock								12,559.653	I	401(k) plan
Common Stock								1,373.176	I	401(k) excess plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld for required minimum taxes upon vesting of previously reported stock grant under shareholder approved benefit plan exempt pursuant to Rule 16b-3.

2. Fair market value on date of withholding described in Note 1.

Remarks:

	/s/ John A. Sperino, Attorney-in-Fact for Michael H. Train	04/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did EMR executive Michael H. Train report?

Michael H. Train reported shares withheld for taxes on vesting stock. Emerson withheld 5,286 common shares to cover required minimum taxes when a previously reported stock grant vested under a shareholder-approved plan, a routine compensation-related event rather than an open-market sale.

Was the Emerson (EMR) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not a market sale. 5,286 shares were withheld by Emerson to satisfy required minimum tax obligations upon vesting of an existing stock grant, as permitted under Rule 16b-3 for shareholder-approved benefit plans.

How many Emerson (EMR) shares does Michael H. Train hold after this filing?

After the reported tax withholding, Train directly holds 245,711 Emerson common shares. He also has indirect retirement-plan holdings of 12,559.653 shares in a 401(k) plan and 1,373.176 shares in a 401(k) excess plan, maintaining a sizable overall equity stake.

What price was used for the EMR tax-withholding shares on the Form 4?

The withheld shares were valued at a fair market price of $131.6138 per share. This price reflects the fair market value on the date of withholding, which coincided with vesting of a previously reported stock grant under Emerson’s shareholder-approved benefit plan.

How many EMR shares were withheld for taxes in this Form 4?

The filing shows 5,286 Emerson common shares withheld for required minimum taxes. These shares relate to the vesting of a previously reported stock grant, with the transaction coded as tax-withholding (code F) rather than a discretionary purchase or sale in the open market.

What indirect EMR holdings does Michael H. Train report on this Form 4?

Train reports indirect ownership through retirement plans. The Form 4 lists 12,559.653 common shares in a 401(k) plan and 1,373.176 common shares in a 401(k) excess plan, in addition to his direct holdings, reflecting long-term, benefit-plan-based exposure to Emerson stock.