Form 4: Air Products Director Acquires Phantom Stock Units

Air Products & Chemicals Director Wayne Thomas Smith acquired 24.6577 phantom stock units as part of the company's deferred compensation program.

Summary

• Wayne Thomas Smith, a Director at Air Products & Chemicals, Inc. (APD), acquired 24.6577 phantom deferred stock units.
• The transaction occurred on December 31, 2025, as part of the Air Products Stock Account under the issuer's Deferred Compensation Program for Directors.
• These units are part of the Company's Long-Term Incentive Plan.
• The phantom stock units are valued at $248.91 per unit, which is the price of the underlying common stock.
• Following this acquisition, Mr. Smith beneficially owns a total of 3,453.4506 phantom deferred stock units.
• The units are payable in shares of common stock, equal in number to the units, at a time elected by the reporting person, generally after service on the Board of Directors ends.
• Payment can be made in a lump sum or up to ten installments, as elected in advance by the reporting person.

Sentiment

Score: 6

Explanation: Slightly positive due to director's increased alignment with shareholder interests through equity-based compensation, though it's a routine transaction.

Positives

• The acquisition of phantom stock units by a director aligns their long-term interests with those of the shareholders, as the value of these units is tied to the company's stock performance.
• This transaction is part of a structured deferred compensation program, indicating a commitment to long-term incentives for directors.

Future Outlook

The acquired phantom stock units are payable in shares of common stock at a future date, typically after the director's service on the Board of Directors concludes, providing a long-term incentive.

Industry Context

This transaction represents a standard practice in executive and director compensation within the industrial gas and chemicals sector, where long-term incentives often include equity-based awards to align leadership interests with shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as a component of director compensation is a common practice across various industries, including the industrial gas and chemicals sector.
• This approach is consistent with corporate governance best practices aimed at fostering long-term alignment between directors and shareholder interests, similar to programs observed at peer companies like Linde plc or Praxair (now part of Linde).

Related Party Transactions

• The acquisition of phantom stock units by a director from the company constitutes a related party transaction as it involves compensation provided by the issuer to a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with long-term shareholder value, potentially encouraging decisions that benefit the company's stock performance.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• The phantom stock units will be converted into shares of common stock and paid out to the reporting person at a time elected by them, generally after their service on the Board of Directors ends.

Key Dates

Keywords

Air Products & Chemicals, APD, Wayne Thomas Smith, Director, Phantom Stock, Deferred Compensation, Insider Transaction, SEC Form 4, Equity Compensation