EMERSON ELECTRIC CO

The following risk factor supplements the “Risk Factors” section in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (our “Form 10-K"). The following risk factor disclosure should be read in conjunction with the other risk factors set out in our Form 10-K.

Our Proposed Acquisition of the Remaining Interest in AspenTech That We Don’t Already Own and the Process to Explore Strategic Alternatives for the Company's Safety & Productivity Segment May Not Be Completed or Completed on the Terms and Conditions Contemplated, or with the Expected Benefits.

On January 26, 2025, the Company and AspenTech entered into an agreement under which Emerson will acquire all outstanding shares of common stock of AspenTech not already owned by Emerson or its affiliates. Under the terms of the agreement, Emerson will make a tender offer to acquire all outstanding shares of AspenTech common stock not already owned by Emerson or its affiliates for $265.00 per share in cash, approximately $7.2 billion in aggregate, which would be followed by a merger pursuant to which AspenTech would become a wholly owned subsidiary of the Company, and in which any remaining shares not tendered would receive the same price in cash. The Company currently owns approximately 57 percent of AspenTech’s outstanding shares. Completion of the proposed AspenTech transaction is subject to the satisfaction or waiver of customary conditions, including among other things, the non-waivable condition that at least a majority of the AspenTech common stock held by minority stockholders be validly tendered and not validly withdrawn, and the absence of any applicable law prohibiting the consummation of the proposed acquisition. The proposed acquisition is intended to be financed from cash on hand and debt financing. On November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment. No assurance can be given as to the completion, terms, timing, costs or benefits anticipated from any such transactions. Unforeseen developments, including the outcome of the tender offer, or delays in obtaining various tax, regulatory and other approvals, could delay any such transactions, or cause one or more of them to occur on terms and conditions that are less favorable, or at a higher cost, than expected.

(c) Issuer Purchases of Equity Securities (shares in 000s).

In March 2020, the Board of Directors authorized the purchase of 60 million shares and a total of approximately 21.6 shares remain available for purchase under the authorization.