Form 4: Emerson COO's Tax-Related Stock Sale Under 10b5-1 Plan

Emerson Electric's Executive Vice President and COO, Ram R. Krishnan, reported a disposition of 5,319 common shares for tax withholding purposes under a pre-arranged 10b5-1 plan.

Summary

• Ram R. Krishnan, Executive Vice President and Chief Operating Officer of Emerson Electric Co. (EMR), reported a transaction involving the company's common stock.
• On February 9, 2026, 5,319 shares of Emerson Electric common stock were disposed of.
• This disposition was for the purpose of withholding shares to cover required minimum taxes upon the vesting of a previously reported stock grant.
• The shares were valued at $159.055 per share, which was the fair market value on the date of withholding.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating it was a pre-scheduled and non-discretionary sale.
• Following this transaction, Mr. Krishnan directly holds 60,046 shares, indirectly holds 164,459 shares through a Trust, and 2,055.496 shares through a 401(k) plan.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, reflecting a standard tax-related disposition following the vesting of an executive's stock grant, rather than a discretionary sale indicating a change in sentiment.

Positives

• The transaction represents a non-discretionary disposition of shares for tax withholding, indicating the vesting of a previously granted stock award, which is a positive event for the executive.
• The transaction was executed under a Rule 10b5-1 plan, demonstrating pre-planned compliance and reducing concerns about opportunistic trading.

Negatives

• No specific negatives are identified as the disposition was for tax purposes related to a stock grant vesting, a routine event.

Risks

• NA

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• NA

Industry Context

StockSavvy.ai notes that routine insider transactions, such as those for tax withholding upon stock grant vesting, are common across all industries, particularly for executives receiving equity compensation. These transactions are generally not indicative of management's sentiment towards the company's future prospects, especially when executed under a pre-arranged 10b5-1 plan.

Comparison to Industry Standards

• This type of tax-related disposition is a standard practice for executives in publicly traded companies globally, including peers like Honeywell (HON) or Siemens (SIE), who receive equity compensation. It is a non-discretionary event tied to the vesting schedule of long-term incentive plans, aligning executive interests with shareholder value creation over time.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine, non-discretionary tax-related sale, not indicative of executive sentiment or company performance.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• NA

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares for tax withholding purposes upon the vesting of a stock grant. Such transactions are common for executives and do not typically signal a change in the company's fundamentals or the executive's long-term view. Therefore, it provides no new information to warrant a change in investment posture, suggesting a 'hold' recommendation based solely on this filing.

Keywords

Emerson Electric, EMR, Form 4, Insider Transaction, Stock Grant, Tax Withholding, Rule 10b5-1, Executive Compensation, Ram R. Krishnan