Form 4: Air Products Director Acquires Phantom Stock Units

Air Products & Chemicals Director Tonit M. Calaway acquired 16.7035 phantom stock units as part of a deferred compensation plan.

Summary

• Tonit M. Calaway, a Director of Air Products & Chemicals, Inc. (APD), acquired 16.7035 phantom deferred stock units.
• The acquisition occurred on December 31, 2025, as part of the Air Products Stock Account of the issuer's Deferred Compensation Program for Directors, under the Company's Long-Term Incentive Plan.
• These phantom units are convertible into an equal number of shares of common stock, payable at a time elected by the reporting person, typically after service on the Board of Directors ends.
• The units may be paid in a lump sum or up to ten installments.
• Following this transaction, Tonit M. Calaway beneficially owns a total of 2,339.4315 derivative securities (phantom stock units).
• The price of the underlying common stock at the time of the transaction was $248.91 per share.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates a director's continued participation in the company's long-term incentive plan, aligning their interests with shareholders.

Positives

• The acquisition of phantom stock units by a director aligns their interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• Participation in the Deferred Compensation Program for Directors indicates a commitment to long-term incentives and retention of key board members.

Future Outlook

The phantom stock units are payable in shares of common stock at a future date elected by the reporting person, generally after their service on the Company's Board of Directors ends, indicating a long-term deferred compensation arrangement.

Industry Context

This transaction is a routine insider filing for deferred compensation, common across various industries for retaining and incentivizing directors and executives by aligning their long-term interests with company performance.

Comparison to Industry Standards

• Deferred compensation plans involving phantom stock or restricted stock units are a standard practice in corporate governance for publicly traded companies, including those in the industrial gas and chemicals sector like Air Products & Chemicals.
• The structure, where units convert to common stock upon cessation of service, is typical for director compensation, aiming to foster long-term commitment and discourage short-term decision-making.

Related Party Transactions

• The acquisition of phantom stock units by a director from the company's deferred compensation program constitutes a related party transaction, as it involves a transaction between the company and a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the long-term performance of the company's stock, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The phantom stock units will be paid out in shares of common stock at a time elected by the reporting person, generally after their service on the Company's Board of Directors ends.

Key Dates

Keywords

Air Products & Chemicals, APD, Form 4, Insider Transaction, Phantom Stock Units, Deferred Compensation, Director Compensation, Equity Compensation, Long-Term Incentive Plan