Form 4: Director Jessica Graziano Acquires Air Products Phantom Stock

Air Products & Chemicals Director Jessica Graziano acquired 181.4277 phantom stock units as part of the company's deferred compensation program.

Summary

• Jessica Graziano, a Director of Air Products & Chemicals, Inc. (APD), acquired 181.4277 phantom deferred stock units.
• The transaction occurred on December 31, 2025, and was reported in a Form 4 filing signed on January 5, 2026.
• These units were acquired under the Air Products Stock Account of the issuer's Deferred Compensation Program for Directors, part of the Company's Long-Term Incentive Plan.
• The phantom stock units are convertible into shares of common stock, equal in number to the units, at a time elected by the reporting person, typically after service on the Board of Directors ends.
• The price of the underlying common stock at the time of the transaction was $248.91 per share.
• Following this acquisition, Jessica Graziano beneficially owns a total of 2,365.3167 phantom stock units.

Sentiment

Score: 7

Explanation: The filing reports a routine compensation event for a director, indicating continued alignment of interests with shareholders. It is a neutral to slightly positive event as it reflects ongoing governance and compensation practices.

Positives

• The acquisition of phantom stock units aligns the director's financial interests with those of the shareholders, promoting long-term value creation.
• Participation in the Deferred Compensation Program for Directors is a standard component of executive and director compensation, indicating a structured approach to incentivizing leadership.

Future Outlook

The phantom stock units are payable in shares of common stock at a time elected by the reporting person, generally after their service on the Company's Board of Directors concludes. Payment can be a lump sum or up to ten installments.

Industry Context

The acquisition of phantom stock units as part of a deferred compensation plan is a common practice for compensating non-employee directors in publicly traded companies. This mechanism helps retain experienced board members and aligns their long-term interests with shareholder value.

Comparison to Industry Standards

• Equity-based compensation, such as phantom stock or restricted stock units, is a standard component of director compensation packages across various industries, including the industrial gas sector where Air Products & Chemicals operates.
• Deferred compensation programs for directors are widely adopted by S&P 500 companies to provide tax-efficient compensation and encourage long-term commitment.
• The structure, where units convert to common stock after service, is typical for aligning director incentives with the company's sustained performance.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Jessica Graziano from Air Products & Chemicals, Inc. constitutes a related party transaction, as it is a compensation arrangement between the company and a member of its Board of Directors under an established program.

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term financial interests with shareholder value, potentially fostering more strategic and sustainable decision-making.
• Employees: No direct impact on employees is indicated by this specific filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this specific filing.

Next Steps

• The phantom stock units will be paid out in shares of common stock at a future date, typically after the director's service on the Board of Directors ends, as elected by the reporting person.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom stock units by a director as part of a deferred compensation plan. It does not provide new information that would alter the fundamental investment thesis for Air Products & Chemicals, Inc., thus a 'hold' recommendation remains appropriate based solely on this filing.

Keywords

Air Products & Chemicals, APD, Jessica Graziano, Form 4, Insider Transaction, Phantom Stock, Deferred Compensation, Director Compensation, Equity Compensation