DEF 14A of Parker-Hannifin Corp, Sep 18, 2026

DEF 14A of Parker-Hannifin Corp

Filed Sep 18, 2026 · FY20260001308179-26-000394

Open on EDGAR

  1. The Win Strategy™

    The Win Strategy™ The Win Strategy is our business system that defines the goals and initiatives that drive growth, transformation and success.

  2. Corporate Governance Highlights

    Corporate Governance Highlights Our Board of Directors is committed to sound corporate governance practices, promoting the long-term interests of our shareholders and holding itself and management accountable for performance.

  3. Corporate Governance Highlights

    | Board Composition | The metrics included in the graphics below reflect the structure and composition of our Board as of the record date, September 4, 2026. Each Director brings his or her own unique background and range of expertise, knowledge and experience, which we believe provides an optimal and broad mix of skills and qualifications necessary for our Board to effectively fulfill its oversight responsibilities. | | | | | | Board Tenure | Independence | | Age | | | 8.4 years AVERAGE TENURE | 90% INDEPENDENT | | 62 years AVERAGE AGE | | | | | | | | | Director Experience | | | | | | Public Company Leadership | | Manufacturing | | | | | | | | | | Corporate Strategy & Culture | | Technology & Innovation | | | | | | | | | | Risk Management | | Finance & Accounting | | | | | | | | | | International | | Sales & Marketing | | | | | | | | | | Industrial/Aerospace Industries | | Public Company CEO Experience | | | | | | | | | | Gender Diverse | | Racially/Ethnically Diverse | | | | | | | |

  4. Corporate Governance Highlights

    | 2026 Proxy Statement | 5 |

  5. Corporate Governance Highlights

    | Board and Committee Practices | •Director retirement is mandatory (with no exceptions or conditions) after reaching age 72. •Robust stock ownership guidelines for our Directors and executive officers (all of whom are compliant with such guidelines) •Annual Board, Committee and individual Director evaluations •Annual review of our Chief Executive Officer by all independent Directors •Thoughtful management of our Directors' outside commitments – two Director Nominees do not sit on any other public company boards, six Director Nominees sit on one other public company board, and one Director Nominee sits on two other public company boards •Average Director attendance at all of our Board of Directors and Committee meetings was over 96% and each of our Directors attended at least 75% of his or her meetings of our Board of Directors and his or her Committee meetings during fiscal year 2026. •Each Committee of our Board of Directors has a published charter that is reviewed and evaluated at least annually. | | Shareholder Rights | •Annual election of all Directors •Majority voting and resignation policy for uncontested Director elections •Proxy access permitted for eligible shareholders | | Board Independence | •Board Committees are 100% comprised of independent Directors. •Independent Directors meet regularly and frequently (at least four times per year) without management. | | Oversight of Risk | •Our Chairman of the Board and independent Lead Director ensure the entire Board of Directors maintains regular oversight of key risk areas, such as corporate strategy, management succession planning, cybersecurity, enterprise risk management, and sustainability matters. For more information on the Board's oversight responsibilities, see pages 25-26 of this Proxy Statement. | | Guidelines and Codes of Conduct | •Published Global Code of Business Conduct applicable to our Board of Directors •Published Corporate Governance Guidelines |

  6. Corporate Governance Highlights

    | 6 | |

  7. Director Biographies

    Director Biographies Nominees for Election as Directors for Terms Expiring in 2027 As discussed on page 13 of this Proxy Statement, our Director Nominees have a broad range of personal and professional experience that makes each of them proficient in most or all areas identified by our Board as important from an oversight and strategic standpoint. Individually, however, each of them brings unique views and perspectives and distinct areas of depth and strength that are well aligned with The Win Strategy and otherwise of key strategic importance, and they effectively leverage those differentiators to make significant contributions for us and our Board. The following biographies provide more information on each of our Director Nominees, including their areas of particular depth and strength and their independence, tenure, age, committee assignments, career highlights, and public company directorships.

  8. Director Biographies

    | | | | | | | | Denise Russell Fleming | | | | | Strategic Alignment & Differentiators Ms. Fleming has more than 30 years of experience in IT, business transformation and technology solutions, and therefore brings to our Board particularly deep expertise in cybersecurity, artificial intelligence, risk management, information technology and digital transformation. Her career has led her to roles with significant companies (Becton Dickinson, Boeing, BAE Systems and Sprint), giving her and enabling her to contribute unique insights on aerospace and defense, medical technology and other industries of strategic importance to us. Ms. Fleming's strong expertise in cybersecurity and information technology enables her to provide important strategic perspectives on emerging technologies, process optimization opportunities, and cyber and artificial intelligence risk management and mitigation. | Career Highlights •Current Executive Vice President, Technology and Global Services and Chief Information Officer at Becton, Dickinson & Company (medical technology) since July 2022 •Vice President, Information Technology at Boeing Defense, Space & Security (aerospace and defense) from December 2016 to June 2022 •Several information technology leadership roles at BAE Systems, Inc. (aerospace and defense) from 2010 to 2016 •Several marketing, customer support, P&L and operations roles at Sprint Nextel Corporation (telecommunication technology) from 1997 to 2010 Current Public Company Directorships •None Past Public Company Directorships •None | | Independent Director Since: 2023 Age: 56 Committee Assignments: •Audit •Corporate Governance and Nominating | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Technology & Innovation | | | | | Risk Management | | | | | Industrial/Aerospace Industries | | |

  9. Director Biographies

    | 14 | |

  10. Director Biographies

    | | | | | | | | Lance M. Fritz | | | | | Strategic Alignment & Differentiators Mr. Fritz brings to our Board significant business oversight, leadership and management experience, having served as Chairman of the Board and President and Chief Executive Officer of Union Pacific Corporation from 2015-23, and in various operations, sales and marketing, and labor relations roles at significant companies (Union Pacific, Fiskars, Cooper Industries and GE). He has also served on multiple public company boards. Mr. Fritz has particularly deep experience and thus provides important strategic insights on strategy and operations, labor relations, and supply chain, purchasing and logistics. His inputs provide invaluable guidance and support for, among other things, our ongoing strategies for operational excellence, supply chain, and team member engagement. | Career Highlights •Chairman of the Board from October 2015 to August 2023 and President and Chief Executive Officer from February 2015 to August 2023 at Union Pacific Corporation (rail transport) •President and Chief Operating Officer of Union Pacific Railroad Company (the principal operating company of Union Pacific Corporation) from February 2014 to February 2015 •Numerous operating, labor relations, sales and marketing, and other leadership roles with Union Pacific from July 2000 to February 2014 •Prior to Union Pacific, held various roles of increasing responsibility at Fiskars, Cooper Industries and General Electric from 1985 to 2000, including in engineering, manufacturing, audit, finance, and operations Current Public Company Directorships •Fiserv Inc. (NYSE: FI; since 2024) Past Public Company Directorships •Union Pacific Corporation (NYSE: UNP; 2015-2023) | | Independent Director Since: 2021 Age: 63 Committee Assignments: •Human Resources and Compensation •Corporate Governance and Nominating | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Public Company Leadership | | | | | Manufacturing | | | | | Risk Management | | |

  11. Director Biographies

    | | | | | | | | Linda A. Harty | | | | | Strategic Alignment & Differentiators Ms. Harty brings to our Board decades of finance executive leadership and board experience across multiple industries, including industrials, healthcare, telecommunications, and consumer products. She has had particular emphasis on long-term strategy and sustained profitable growth, capital allocation, M&A and portfolio optimization, treasury, and tax. Her extensive service on boards of publicly traded companies has also included committee chair and lead director roles. Ms. Harty’s broad and deep experience and expertise enables her to make particularly valuable strategic contributions regarding our accounting and financial processes and controls, external reporting, internal audit and compliance functions, capital allocation, and risk management programs. | Career Highlights •Treasurer at Medtronic plc (medical technology) from February 2010 to April 2017 •Segment SVP & CFO and Treasurer at Cardinal Health, Inc. (healthcare) from January 2004 to December 2009 •Various financial, operational and corporate finance leadership roles at RTM Restaurant Group, BellSouth, ConAgra Brands Inc., and Kimberly-Clark from 1982 to 2004 Current Public Company Directorships •Westinghouse Air Brake Technologies Corporation (NYSE: WAB; since 2016) Past Public Company Directorships •Chart Industries, Inc. (NYSE: GTLS (now BKR); 2021-2026) •Syneos Health, Inc. (Nasdaq: SYNH (now private); 2017-2023) | | Independent Director Since: 2007 Age: 66 Committee Assignments: •Audit •Corporate Governance and Nominating | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Finance & Accounting | | | | | Risk Management | | | | | Corporate Strategy & Culture | | |

  12. Director Biographies

    | 2026 Proxy Statement | 15 |

  13. Director Biographies

    | | | | | | | | Jennifer A. Parmentier | | | | | Strategic Alignment & Differentiators Ms. Parmentier brings to our Board extensive operational and industry expertise. As our Chairman and Chief Executive Officer, she has ultimate responsibility for leading and overseeing our global businesses and internal and external affairs. Ms. Parmentier leads with purpose and leverages and drives The Win Strategy to ensure our continued success in driving culture and values, team member engagement, customer experience, profitable growth, and financial performance. Her substantial depth in all aspects of our business and affairs enables her to provide invaluable leadership and insights in our Board room, including around our global operations and functions, strategy development and deployment, and competitive strength and positioning. | Career Highlights •Current Chairman of the Board since January 2024 and current Chief Executive Officer since January 2023 of Parker-Hannifin Corporation •Also at Parker-Hannifin Corporation, Chief Operating Officer from August 2021 to December 2022, Vice President and President - Motion Systems Group from February 2019 to August 2021, Vice President and President - Engineered Materials Group from September 2015 to February 2019, and various other operations leadership roles from 2008 to 2015 •Prior to Parker, held various operations leadership roles at Ingersoll Rand Trane Residential Systems and Magna Corporation from 1989 to 2008 Current Public Company Directorships •Nordson Corporation (Nasdaq: NDSN; since 2020) Past Public Company Directorships •None | | Chairman and CEO Director Since: 2023 Age: 59 Committee Assignments: •None | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Public Company Leadership | | | | | Corporate Strategy & Culture | | | | | International | | |

  14. Director Biographies

    | | | | | | | | E. Jean Savage | | | | | Strategic Alignment & Differentiators Ms. Savage brings to our Board particularly deep experience leading and transforming industrial enterprises and optimizing operations and functions, both in her current role as Chief Executive Officer of Trinity Industries and in other leadership roles at Caterpillar and Parker during her professional career. She has also served on multiple public company boards. Ms. Savage is particularly strong in industrial operations, technology and innovation, lean manufacturing, quality control, sales and marketing, and leveraging the unique customer-side perspective she gained from her many years at Caterpillar to provide especially meaningful insights on our efforts to strengthen customer experience via zero defects, on-time delivery, demand and capacity planning, and other initiatives. | Career Highlights •Current President and Chief Executive Officer of Trinity Industries, Inc. (rail car products and services) since February 2020 •Vice President, Surface Mining and Technology at Caterpillar Inc. (construction and mining equipment, engines, industrial gas turbines and diesel-electric locomotives) from August 2017 to January 2020 and other senior leadership roles within Caterpillar spanning operations, technology and innovation, and quality and continuous improvement from 2002 to 2017 •Engineering and General Manager roles at Parker-Hannifin Corporation from 1988 to 2002 •Former Military Intelligence Officer in the U.S. Army Reserves Current Public Company Directorships •Trinity Industries, Inc. (NYSE: TRN; since 2018) Past Public Company Directorships •WestRock Company (NYSE: WRK (now SW); 2022-2024) | | Independent Director Since: 2024 Age: 62 Committee Assignments: •Audit •Human Resources & Compensation | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Public Company Leadership | | | | | Industrial/Aerospace Industries | | | | | Sales & Marketing | | |

  15. Director Biographies

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  16. Director Biographies

    | | | | | | | | Laura K. Thompson | | | | | Strategic Alignment & Differentiators Ms. Thompson brings to our Board particularly deep expertise in financial management, oversight and reporting, having served as Executive Vice President and Chief Financial Officer and in many other leadership roles in her 35-year career at The Goodyear Tire & Rubber Company. She has also served on multiple public company boards. Ms. Thompson is especially strong in corporate accounting and finance, investor relations, business development, mergers and acquisitions, internal audit, capital allocation, and enterprise IT. She leverages those strengths very effectively to provide meaningful strategic guidance and contributions regarding our key financial management, investor relations, business development and IT initiatives. | Career Highlights •Executive Vice President of The Goodyear Tire & Rubber Company (tire manufacturing) from December 2013 to March 2019 and Chief Financial Officer of Goodyear from December 2013 until October 2018 •Multiple other leadership positions at Goodyear, including as Vice President of Finance from 2009 to 2013 and Vice President of Business Development from 2005 to 2009 •Prior to those positions, held various finance roles of increasing responsibility at Goodyear from 1986 to 2005 Current Public Company Directorships •Wesco International, Inc. (NYSE: WCC; since 2019) •Titan International, Inc. (NYSE: TWI; since 2021) Past Public Company Directorships •None | | Independent Director Since: 2019 Age: 62 Committee Assignments: •Audit(1) •Corporate Governance and Nominating | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Finance & Accounting | | | | | Technology & Innovation | | | | | | (1)The Corporate Governance and Nominating Committee recommended, and the Board of Directors approved, that, if elected as a Director at our 2026 Annual Meeting of Shareholders, Laura K. Thompson will succeed Kevin A. Lobo as Chair of the Audit Committee. | | | | Risk Management | | |

  17. Director Biographies

    | | | | | | | | James R. Verrier | | | | | Strategic Alignment & Differentiators Mr. Verrier brings to our Board substantial enterprise leadership and management expertise having served as President and Chief Executive Officer and in many other leadership roles in his extensive professional career at BorgWarner Inc. Mr. Verrier contributes a global perspective from years of leading an international business and is particularly strong in corporate strategy and culture, human resources, sales and marketing, compliance, supply chain management, and quality control, all of which are of key strategic importance for us. His experience in the automotive industry and as a customer enables him to provide important inputs and perspectives that help us develop and implement effective strategies for growth, innovation and customer experience in automotive and other strategically important industries and markets. | Career Highlights •Board Advisor to Borg Warner Inc. (powertrain solutions) from August 2018 to February 2019 and Chief Executive Officer and member of the Board of Directors of Borg Warner Inc. from January 2013 to July 2018 •Multiple other leadership positions at BorgWarner, including as President from March 2012 to July 2018, Chief Operating Officer from March 2012 to December 2012, and other roles within operations management, quality control and human resources from 1989 to 2012 •Prior to BorgWarner, held quality engineer positions at Lucas Aerospace, Rockwell Automation, and Britax Wingard in the United Kingdom from 1979 to 1989 Current Public Company Directorships •None Past Public Company Directorships •Borg Warner Inc. (NYSE: BWA; 2013-2018) | | Independent Director Since: 2016 Age: 63 Committee Assignments: •Audit •Human Resources and Compensation (Chair) | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Public Company Leadership | | | | | International | | | | | Manufacturing | | |

  18. Director Biographies

    | 2026 Proxy Statement | 17 |

  19. Director Biographies

    | | | | | | | | James L. Wainscott | | | | | Strategic Alignment & Differentiators Mr. Wainscott brings to our Board extensive enterprise leadership, operations and financial expertise, having served as Chairman and Chief Executive Officer, Chief Financial Officer, and Treasurer during his decades-long career at AK Steel Holding Corporation, and previously in leadership roles at National Steel Corporation. He has also served on multiple public company boards. Mr. Wainscott has particular strength and depth and provides invaluable strategic inputs in a broad range of areas, including corporate strategy, finance and accounting, international trade, supply chain, labor relations, and sales and marketing. And as our independent Lead Director since 2016, Mr. Wainscott has worked closely with our leadership team to ensure he and the Board have a deep understanding and transparency into our internal and external affairs. | Career Highlights •Chairman of the Board of AK Steel Holding Corporation (steel producer) from January 2006 to May 2016 and President, Chief Executive Officer and member of the Board of Directors of AK Steel Holding Corporation from October 2003 to January 2016 •Multiple other leadership positions at AK Steel, including Chief Financial Officer from 1998 to 2003 and Treasurer from 1995 to 1998 •Prior to AK Steel, held various finance roles of increasing responsibility at National Steel Corporation from 1982 to 1995 Current Public Company Directorships •CSX Corporation (Nasdaq: CSX; since 2020) Past Public Company Directorships •AK Steel Holding Corporation (NYSE: AKS (now CLF); 2003-2016) | | Independent (Lead Director since 2016) Director Since: 2009 Age: 69 Committee Assignments: •Corporate Governance and Nominating (Chair) •Human Resources and Compensation | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Public Company Leadership | | | | | Corporate Strategy & Culture | | | | | Finance & Accounting | | |

  20. Director Biographies

    | | | | | | | | Beth A. Wozniak | | | | | Strategic Alignment & Differentiators Ms. Wozniak brings to our Board extensive leadership experience and a comprehensive understanding of business operations, strategy development and deployment, mergers and acquisitions, and sales and marketing, having served as Chief Executive Officer of nVent Electric since 2018 and Chair of the Board of nVent since 2023, as well as a background in engineering. She has also served on multiple public company boards. Ms. Wozniak’s strong and recognized experience driving and enhancing corporate culture, along with her business and leadership experience across the aerospace, automation, and industrial manufacturing sectors, strengthen our Board’s oversight capabilities of these strategically important areas. | Career Highlights •Current Chair of the Board of nVent Electric plc (electrical connection and protection solutions) since May 2023 and Chief Executive Officer and member of the Board of Directors of nVent Electric plc since May 2018 •At Pentair plc, from which nVent was separated into an independent, publicly-traded company, President, Electrical from January 2017 to May 2018 and President, Flow & Filtration Solutions from September 2015 to January 2017 •Various leadership roles spanning operations, business integration, quality, and engineering at Honeywell International, Inc., its predecessor, Allied Signal, Inc., and Atlantis Aerospace from 1987 to 2015 Current Public Company Directorships •nVent Electric plc (NYSE: NVT; since 2018) Past Public Company Directorships •Carrier Global Corporation (NYSE: CARR; 2021-2024) | | Independent Director Since: 2025 Age: 61 Committee Assignments: •Human Resources and Compensation •Corporate Governance and Nominating | | | | | Key Areas of Skill & Experience (From Matrix on Page 13) | | | | | | Public Company Leadership | | | | | Corporate Strategy & Culture | | | | | Industrial/Aerospace Industries | | |

  21. Director Biographies

    | 18 | |

  22. Other Governance Matters

    | Director Compensation |

  23. Compensation of Directors

    Compensation of Directors Team members who also serve as Directors do not receive any additional compensation for their services as Directors. Accordingly, Jennifer A. Parmentier, who served as an executive officer during fiscal year 2026, did not receive additional compensation for her service as a Director and is not included in the Director Compensation for Fiscal Year 2026 table below. Ms. Parmentier is a Named Executive Officer for fiscal year 2026, and her fiscal year 2026 compensation is fully disclosed in the Summary Compensation Table for Fiscal Year 2026 on page 56 of this Proxy Statement. During fiscal year 2026, non-employee Directors received an annual cash retainer and a restricted stock unit ("RSU") award. Our non-employee Directors are also eligible to participate in our Matching Gifts Program as described on page 55 of this Proxy Statement. The following table reflects the annual retainers of the non-employee Directors effective during fiscal year 2026:

  24. Compensation of Directors

    | | Approved August 6, 2024 | Approved August 11, 2025 | | | Annual Retainers | Effective beginning 10/23/2024 | Effective beginning 10/22/2025 | | | Lead Director and Corporate Governance and Nominating Committee Chair: | $230,000 | | $235,000 | | Audit Committee Chair: | $185,000 | | $190,000 | | Human Resources and Compensation Committee Chair: | $185,000 | | $190,000 | | Non-Chair Committee members: | $155,000 | | $160,000 |

  25. Compensation of Directors

    In addition to the annual retainers described above, non-employee Directors are entitled to receive a $2,000 cash fee for attending each Board of Directors or Committee meeting that exceeds the number of regularly scheduled Board or Committee meetings in a fiscal year by more than two. On that basis, for fiscal year 2026, Denise Russell Fleming, Lance M. Fritz, Linda A. Harty, E. Jean Savage, Laura K. Thompson, James R. Verrier, James L. Wainscott, and Beth A. Wozniak each received an additional payment of $4,000. During fiscal year 2026, non-employee Directors could elect to defer all or a portion of their annual retainers under our Deferred Compensation Plan for Directors. Our non-employee Directors also receive a target value of $195,000 per year in RSUs (increased from fiscal year 2025 target value of $180,000). Accordingly, each non-employee Director who was serving as a non-employee Director on October 22, 2025 (the date of our 2025 Annual Meeting of Shareholders) was granted 258 RSUs under the Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan (the "2023 Equity Plan"). The terms of the RSUs provide that the RSUs will vest 100% on the later of (a) one year from the grant date; or (b) the date of our next Annual Shareholders Meeting (such later date, the "Vesting Date"), except that if a non-employee Director ceases to be a Director for any reason prior to the next Annual Meeting of Shareholders that occurs after the grant date, a pro-rated portion of his or her RSUs will vest on the Vesting Date and the remaining RSUs will be forfeited. In connection with her appointment to the Board during fiscal year 2026, Ms. Wozniak also received 41 RSUs under the 2023 Equity Plan on September 1, 2025, representing a pro-rata portion of the RSU award made to our non-employee Directors in fiscal year 2025, which RSUs vested on September 1, 2026. All RSUs earn dividend equivalent units paid as additional RSUs, which are subject to the terms and conditions of the original RSU award and are payable directly to each non-employee Director to whom they are issued.

  26. Compensation of Directors

    | 2026 Proxy Statement | 29 |

  27. Director Compensation

    Director Compensation

  28. Director Compensation for Fiscal Year 2026

    Director Compensation for Fiscal Year 2026 The following table sets forth compensation information for our non-employee Directors for fiscal year 2026.

  29. Director Compensation for Fiscal Year 2026

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Denise Russell Fleming | 162,468 | 191,279 | — | 353,747 | | Lance M. Fritz | 162,468 | 191,279 | — | 353,747 | | Linda A. Harty | 162,468 | 191,279 | 15,000 | 368,747 | | Kevin A. Lobo | 188,468 | 191,279 | — | 379,747 | | E. Jean Savage | 162,468 | 191,279 | — | 353,747 | | Joseph Scaminace(3) | 56,694 | — | 20,000 | 76,694 | | Laura K. Thompson | 162,468 | 191,279 | — | 353,747 | | James R. Verrier | 183,274 | 191,279 | — | 374,553 | | James L. Wainscott | 237,468 | 191,279 | 15,000 | 443,747 | | Beth A. Wozniak | 136,634 | 222,412 | — | 359,046 |

  30. Director Compensation for Fiscal Year 2026

    (1)This column represents the aggregate grant date fair value of RSUs granted under our 2023 Equity Plan in fiscal year 2026 and computed in accordance with Financial Accounting Standards Board ("FASB") ASC Topic 718. The amount for each grant was calculated using the closing stock price on the date of grant (or, if the grant date was not a trading day, the closing stock price on the trading day immediately preceding the day of grant) and factors in the dividend equivalent units that may be paid on the underlying RSU grants. Each of the non-employee Directors serving as a Director on October 22, 2025 received 258 RSUs with an aggregate grant date fair value of $191,279 on his or her grant date. Ms. Wozniak, who was elected in September 2025, also received 41 RSUs with an aggregate grant date fair value of $31,133 under our 2023 Equity Plan on September 1, 2025, which RSUs vested on September 1, 2026. As of June 30, 2026, each non-employee Director included in the table above, other than Ms. Wozniak, held 258 RSUs, and Ms. Wozniak held 299 RSUs. None of the non-employee Directors held options or SARs. (2)The amounts reported in this column consist of matching gifts under our Matching Gifts Program. For more information, see page 55 of this Proxy Statement. (3)Joseph Scaminace did not stand for reelection at the 2025 Annual Meeting of Shareholders and therefore was not granted RSUs in fiscal year 2026.

  31. Director Compensation for Fiscal Year 2026

    | 30 | |

  32. Director Compensation for Fiscal Year 2026

    | Executive Compensation |

  33. Director Compensation for Fiscal Year 2026

    | Item 2 – Advisory Vote to Approve Named Executive Officer Compensation In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related SEC rules, we are providing our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. We encourage our shareholders to carefully read this Proxy Statement in its entirety before deciding whether to vote for or against this Item 2. At our 2023 Annual Meeting of Shareholders, shareholders voted in favor of annual frequency for the non-binding, advisory approval of the compensation of our named executive officers. We currently hold the non-binding, advisory vote to approve the compensation of our named executive officers on an annual basis, and the next such vote is therefore expected to take place at our 2027 Annual Meeting of Shareholders. As described in detail throughout our Compensation Discussion and Analysis section of this Proxy Statement, our executive compensation program features, among other things, the following: •A “pay-for-performance” structure, which helps ensure that a significant portion of the compensation for our executive officers is “at-risk,” is dependent on the short-term and long-term performance of our business and encourages and rewards performance that drives the key goals, operational priorities and metrics that we use to profitably grow our business and enhance shareholder value; •A structure that helps ensure that our executive compensation program aligns the interests of our executive officers and our shareholders, is not overly weighted toward annual cash incentive compensation and does not otherwise have the potential to threaten long-term shareholder value by promoting unnecessary or excessive risk-taking by our executive officers; •A structure consistent with our philosophy of targeting executive compensation at market median, which allows us to remain competitive with companies that compete with us for talented team members and shareholder investment; •Various executive compensation practices that contribute to good corporate governance, including clawback policies and provisions, stock ownership guidelines for Directors and executive officers, hedging, pledging and other stock ownership restrictions, and an annual compensation risk review; and •Effective oversight and decision-making by a highly-independent Board of Directors and a Human Resources and Compensation Committee consisting entirely of independent Directors that retains an independent executive compensation consultant. The vote on this Item 2 is non-binding and advisory in nature, which means that the vote is not binding on us, our Board of Directors or any of the Committees of our Board of Directors. However, our Board of Directors values the views of our shareholders and our Board of Directors and Human Resources and Compensation Committee will review the results of the vote and take them into account when addressing future compensation policies and decisions. Our Board of Directors believes that our executive compensation program is reasonable and well-structured, satisfies its objectives and philosophies and is worthy of shareholder support. Accordingly, our Board of Directors requests that our shareholders vote to approve the following resolution: RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussions, is approved on a non-binding, advisory basis. | | | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT ON A NON-BINDING, ADVISORY BASIS. |

  34. Director Compensation for Fiscal Year 2026

    | 2026 Proxy Statement | 31 |

  35. Fiscal Year 2026 Executive Compensation Program

    | Category of Compensation | Element(s) of Compensation | Defined/Described Beginning on: | | Base Salaries | Base Salaries | Page 42 | | Annual Cash Incentive Compensation | Officer ACIP Awards | Page 42 | | Long-Term Incentive Compensation | LTIP Awards | Page 46 | | | Stock Incentives | Page 48 | | Employee Benefits | Various | Page 49 | | Executive Perquisites | Various | Page 54 |

  36. Compensation Practices

    | | What We Do | | What We Don't Do | | Executive compensation program with pay-for-performance structure aligned with The Win Strategy The target total direct compensation package for our Chief Executive Officer is a mix of 9% fixed and 91% at-risk, and for our other Named Executive Officers is an average mix of 19% fixed and 81% at-risk Annual advisory vote to approve executive compensation with consistent high degree of approval One-year minimum vesting or performance period requirements for equity incentives under our 2023 Omnibus Stock Incentive Plan Clawback policies and provisions to recover or withhold time-based and performance-based compensation to executive officers in certain circumstances Anti-hedging and anti-pledging policy for Directors and executive officers Robust Stock Ownership Guidelines for Directors and executive officers | | Offer employment agreements to our executive officers Offer above-market earnings on contributions to deferred compensation accounts Grant stock options or SARs with an exercise price less than the fair market value of Parker’s common stock on the date of grant Re-price stock options or SARs Cash out underwater stock options or SARs Include reload provisions in any stock option or SAR grant Permit Directors or employees, or their respective related persons, to engage in short sales of Parker’s stock or to trade in instruments designed to hedge against price declines in Parker’s stock Permit Directors or executive officers to hold Parker securities in margin accounts or to pledge Parker securities as collateral for loans or other obligations | |

  37. Compensation Consultants and Competitive Market Analysis

    Compensation Consultants and Competitive Market Analysis The Committee regularly monitors, reviews and evaluates our executive compensation program to help ensure that it provides reasonable compensation ranges at competitive, appropriate and effective levels. The Committee engages Mercer Consulting, an independent human resources and compensation consulting firm, which we refer to as Mercer, to assist the Committee in its monitoring, review and evaluation responsibilities, and to otherwise provide assistance and guidance to the Committee on executive officer and Director compensation matters. Mercer is a wholly owned subsidiary of Marsh & McLennan Companies, Inc. The Committee first engaged Mercer in fiscal year 2009 following a robust procurement process involving multiple consulting firms. The Committee selected Mercer based on its level of expertise and financial and strategic fit. Mercer reports directly to the Committee and attends all meetings of the Committee. The Committee has sole authority for the appointment, removal, replacement, compensation and oversight of Mercer and its affiliates for executive officer and Director compensation matters. Mercer provides a wide range of executive officer and Director compensation consulting services for the Committee. Mercer prepares and provides to the Committee a comprehensive annual review of base salaries, target annual cash incentive compensation, target long-term incentive compensation and target total cash and direct compensation for all of our executive officers. Mercer uses this annual review to advise the Committee with respect to the effectiveness and competitiveness of our executive compensation program. The Committee considers this annual review when establishing compensation levels and otherwise to ensure that our executive compensation program remains competitive and effective. Mercer uses proxy statement data and surveys published by leading human resources and compensation consultants to conduct market analyses of base salaries, target annual cash incentive compensation, target long-term incentive compensation and target total cash and direct compensation offered to executives of other diversified industrial companies with revenues and market values comparable to ours, which we refer to as the Peer Group or Peer Group companies. Mercer also uses broader market data on companies outside of the Peer Group to the extent that it is available and appropriate. The Committee regularly reviews and, when necessary or advisable, updates the Peer Group to make sure it consists of companies that directly compete with us for talented team members and shareholder investment, and it otherwise represents a meaningful group of peers. In evaluating the Peer Group companies, the Committee looks for companies in the diversified industrials sector and/or the aerospace and defense sector with characteristics and business strategies similar to ours. The Peer Group companies used for purposes of fiscal year 2026 compensation decisions were the same as those used for purposes of fiscal year 2025 compensation decisions and consisted of the following companies:

  38. Compensation Consultants and Competitive Market Analysis

    | Peer Group Companies | | | | •3M Company •Caterpillar Inc. •Cummins Inc. •Deere & Company •Dover Corporation •Eaton Corporation plc •Emerson Electric Co. | •Flowserve Corporation •Fortive Corporation •Honeywell International Inc. •Illinois Tool Works Inc. •Ingersoll Rand Inc. •ITT Inc. | •Johnson Controls International plc •Moog Inc. •RTX Corporation •Rockwell Automation, Inc. •Textron Inc. •Trane Technologies plc |

  39. Compensation Consultants and Competitive Market Analysis

    Mercer also provided other compensation consulting services to the Committee during fiscal year 2026, including: •preparing for and participating in the Committee’s meetings and conference calls, including advance and subsequent meetings with the chair of the Committee and senior management; •gathering and analyzing market compensation data for review of our executive compensation program relative to a combination of proxy and survey data; •conducting a pay-for-performance review to evaluate the level of alignment between our executive compensation program and performance levels relative to our Peer Group companies; •preparing and providing to the Committee a comprehensive review of compensation provided to our non-management Directors; •assessing our cash flow margin performance versus peers over a one, three and five-year period; •working with management to conduct the annual compensation risk review; and •periodically assisting management on other select executive compensation topics.

  40. Compensation Consultants and Competitive Market Analysis

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  41. Compensation Consultants and Competitive Market Analysis

    In fiscal year 2026, we paid $285,496 in fees, administrative charges, out-of-pocket expenses and other costs to Mercer for executive officer and Director compensation consulting services provided to the Committee. We also directly engage Marsh & McLennan Companies, Inc. and its affiliates (including Mercer) in the ordinary course of business, without the approval of our Board of Directors or the Committee, to provide services in areas other than executive officer and Director compensation. In fiscal year 2026, these additional services included services as an insurance broker and providing benchmarking surveys for information on compensation and benefits for our team members generally. In fiscal year 2026, we paid $3,221,638 in fees, administrative charges, commissions, out-of-pocket expenses and other costs to Marsh & McLennan Companies, Inc. and its affiliates (including Mercer) for these additional services. The majority of these fees were not paid pursuant to engagements of Marsh & McLennan Companies, Inc. by management, but were rather either paid by our third-party administrators to Marsh & McLennan Companies, Inc. relating to risk insurance and for insurance and prescription drug services provided under our team member health and welfare plans, or were direct engagements with Marsh & McLennan Companies, Inc. made by various divisions worldwide for market surveys related to those particular divisions. The consolidated revenues of Marsh & McLennan Companies, Inc. were $26.98 billion as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Committee has considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, that could give rise to a potential conflict of interest with respect to Mercer. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Mercer. The Committee also periodically reviews the relationship with Mercer to determine whether sufficient internal safeguards are in place to ensure that Mercer provides services to the Committee independent of any influence from management. The Committee identified the following safeguards: •Mercer reports directly to the Committee and not to management on executive officer and Director compensation matters; •at each Committee meeting, Mercer and the Committee meet in executive session without members of management present; •all non-executive compensation services are provided by Mercer consultants who are not involved in providing executive officer and Director compensation consulting services to the Committee; •the Committee has exclusive authority to retain and set the compensation for Mercer’s executive officer and Director compensation consulting services; •the individual Mercer consultants to the Committee do not provide any services to us other than those provided for the Committee; •the individual Mercer consultants to the Committee do not participate in any client development activities that are not directly related to executive officer or Director compensation services for the Committee; and •the amounts paid to Mercer by the Committee are not directly impacted by any growth in the fees we pay to Marsh & McLennan Companies, Inc. and its affiliates (including Mercer).

  42. Compensation Risk Review

    Compensation Risk Review The annual compensation risk review, first described on page 37, begins with a global assessment of any plans or programs that could potentially encourage excessive risk-taking or otherwise present significant risks to our business. The review also takes into account our individual business units to determine whether any of them carries a significant portion of our risk profile, structures compensation significantly different than others, or is significantly more profitable than others. The review then evaluates whether the applicable plans and programs are likely to encourage excessive risk-taking or detrimental behavior, vary significantly from our risk-reward structure, or otherwise present significant risks to our business. During our fiscal year 2026 compensation risk review, we also identified and evaluated various mechanisms that we currently have in place that may serve to mitigate any existing or potential risks arising from our compensation policies and practices, including the following: •our executive officers and other management-level team members are compensated with a mix of annual and long-term incentives, fixed and at-risk compensation, cash and multiple forms of equity compensation; •compensation packages gradually become more focused on long-term, at-risk and equity compensation as our team members ascend to and through management-level positions; •our global compensation plans and programs generally utilize the same or substantially similar performance measures; •we use multiple performance measures to determine payout levels under certain elements of incentive compensation and different performance measures for our annual incentives as compared to our long-term incentives; •the performance of our team members is not evaluated or measured based solely on changes in our stock price; •our incentive compensation programs generally limit payouts to a specified maximum, while those that do not are mitigated by other factors (e.g., stock appreciation rights are mitigated by long-term vesting periods and stock ownership guidelines); •we do not offer “guaranteed” bonuses and all of our incentive compensation elements carry downside risk for participants; •our executive officers are subject to specific stock ownership guidelines and clawback policies and provisions requiring forfeiture of certain elements of incentive compensation under certain circumstances; •our compensation packages, including severance packages and supplemental pensions, are within market ranges; •the Committee has the discretion to assess the quality of our results in relation to our various performance measures and the risks taken to attain those results in approving final incentive payouts; •our decentralized organizational structure lessens the impact of any excessive risks taken by individual business units or operating groups; and •our team members are evaluated, measured and assessed based on their compliance with our Global Code of Business Conduct and other internal policies and controls, and the extent to which they act in the best interests of our business and our shareholders. During the annual compensation risk review, we also consider whether any changes to our compensation plans and programs may be necessary to further mitigate risk. No changes to our compensation plans and programs were made as a result of the fiscal year 2026 compensation risk review, as we concluded that there were no risks arising from our compensation policies and practices that would be reasonably likely to have a material adverse effect on us.

  43. Base Salaries

    Base Salaries Each of the Named Executive Officers receives an annual base salary to: •encourage and reward individual performance in connection with the annual performance review process; •recognize experience, expertise, level of responsibility, continuity of leadership, leadership qualities, advancement, individual accomplishment and other significant contributions to the enhancement of shareholder value and the success of our business; and •attract, retain and motivate the highly-talented and values-driven individuals we need to advance the goals of The Win Strategy. The Committee establishes a base salary range for each Named Executive Officer by using Mercer’s annual review to analyze base salaries of persons holding comparable positions within the Peer Group companies and generally tries to target base salary amounts at approximately the median of the Peer Group companies. The Committee determines the base salary for each Named Executive Officer for the next fiscal year based on the Named Executive Officer’s annual performance review and compares the amount to the applicable established range to make sure that it is reasonable. Among other matters, annual performance reviews and base salary adjustments consider performance and results aligned with The Win Strategy, including in metrics tied to team member safety, engagement and inclusion. The Committee may increase base salaries, where appropriate, periodically throughout the fiscal year based on the results of interim performance reviews. In fiscal year 2026, base salaries for the Named Executive Officers were generally increased in the range of approximately 3.8% to 5.9% in consideration of the factors described above and to better align with the Peer Group median for similarly situated persons at our Peer Group companies. The table below reflects the base salary rates as approved by the Committee in fiscal year 2026 as well as the total base salary actually paid to each of the Named Executive Officers during fiscal year 2026, which is also included in the "Salary" column of the Summary Compensation Table for Fiscal Year 2026.

  44. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation In August 2025, the Committee established fiscal year 2026 target opportunities under the Parker-Hannifin Corporation Officer Annual Cash Incentive Plan (the “Officer ACIP”) for the Company's executive officers. The Officer ACIP provides for annual award payouts based on the achievement of performance goals. The performance goals are tied to three performance metrics (segment operating income weighted at 40%, sales revenue weighted at 20%, and cash flow margin weighted at 40%), with each metric evaluated at three performance levels (threshold, target or maximum). The performance levels equate to a percentage of the target payout with respect to the applicable metric (50% for threshold, 100% for target and 200% for maximum). The percentage payout for each metric will be interpolated for performance levels achieved between threshold and target and between target and maximum. The award payout may be further modified by applying a multiplier of up to plus or minus 20% based upon the Committee's evaluation of each Named Executive Officer's performance relating to certain strategic imperatives, but in no event can the total payout exceed the 200% maximum.

  45. Annual Cash Incentive Compensation

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  46. Annual Cash Incentive Compensation

    Segment operating income is consolidated operating income as reported, excluding any effects of currency rate changes, acquisitions and divestitures. Sales revenue is consolidated net sales revenue as reported, excluding any effects of currency rate changes, acquisitions and divestitures. Cash flow margin is the percentage of sales represented by net cash flow from operating activities less capital expenditures, excluding any discretionary pension contributions and effects of acquisitions. The Committee predetermines the performance goals applicable to each financial metric by analyzing our annual goals and objectives for each such metric and in consideration of Mercer’s annual review. Through this process the Committee directly and materially links annual cash incentive compensation to performance that drives and supports The Win Strategy. The Committee identified segment operating income, sales revenue and cash flow margin as performance measures critical to the financial performance and profitable growth goals of The Win Strategy. Utilizing segment operating income encourages executive officers and other team members to increase sales and to reduce operating expenses and other costs associated with managing our working capital and investments, while the sales revenue metric encourages strong sales execution, product and innovation investments, and market share gains. The Committee determined to use cash flow margin because of its importance in driving increases in net income, implementing lean initiatives, controlling inventory, collecting receivables, controlling accounts payable, and optimizing capital expenditures. The Officer ACIP incorporates an individual performance multiplier that the Committee may use to, in its discretion, adjust Officer ACIP payout amounts upward or downward by up to 20% based on the Committee's evaluation of each Named Executive Officer's individual performance related to certain strategic imperatives, which are defined as acquisitions and divestitures, extraordinary events, and reducing absolute emissions. During fiscal years 2023, 2024 and 2025, this individual performance multiplier also incentivized our corporate governance and sustainability initiatives and operating group performance. The Committee determined in each year that each executive officer had performed sufficiently to warrant a positive adjustment but used its discretion to not apply the multiplier, as it determined that the strong performance and results across all Officer ACIP metrics were sufficiently reflected and rewarded by the base payout in each year. Effective beginning with the fiscal year 2026 performance period, with support from Mercer, the Committee determined that corporate governance and sustainability initiatives and operating group performance are fundamental business expectations of executive officers that do not warrant additional incentivization and therefore approved a modification to the individual performance multiplier in the Officer ACIP to incentivize only certain strategic imperatives (i.e., acquisitions and divestitures, extraordinary events, and reducing absolute emissions). The Committee believes that the use of segment operating income, revenue growth and cash flow margin, combined with the performance multiplier as revised beginning in fiscal year 2026, aligns Officer ACIP awards to the most meaningful drivers of Company performance and shareholder value creation.

  47. Setting Targets

    | | Below Threshold | Threshold | Target | | | Maximum | | | | | | Actual Segment Operating Income Performance: $5,763,704 % of Target Payout Earned: 167.7% | | | | Segment Operating Income | | | | | | | | (40% weight) | Less than $4,858,200 | $4,858,200 | $5,398,000 | | | $5,937,800 | | | | | | Actual Sales Revenue Performance: $21,004,287 % of Target Payout Earned: 133.0% | | | | Sales Revenue | | | | | | | | (20% weight) | Less than $18,300,600 | $18,300,600 | $20,334,000 | | | $22,367,400 | | | | | | Actual Cash Flow Margin Performance: 18.4% % of Target Payout Earned: 200.0% | | | | Cash Flow Margin | | | | | | | | (40% weight) | Less than 7% | 7% | 11% | | 15% | | | Payout % | 0% | 50% | 100% | | | 200% |

  48. Setting Targets

    | | % of Target Payout Earned | Weighted Payout % | | Segment Operating Income | 167.7% | 67.10% | | Sales Revenue | 133.0% | 26.59% | | Cash Flow Margin | 200.0% | 80.00% | | Total Weighted Payout % | | 173.69% |

  49. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Named Executive Officers receive long-term incentive compensation consisting of long-term incentive performance awards, which we refer to as LTIP Awards, and stock appreciation rights, which we refer to as Stock Incentives. The target amounts of LTIP Awards and the number of Stock Incentives awarded to the Named Executive Officers are based on similar compensation awarded to persons holding comparable positions within the Peer Group companies. LTIP Awards and Stock Incentives encourage long-term focus on shareholder value and are directly and materially linked to performance that advances both the financial performance and profitable growth goals of The Win Strategy over the long term. LTIP Award payouts are based on a comparison of our performance against the Peer Group companies in certain key financial metrics over a three-year performance period. The holders of Stock Incentives realize a payout only if our stock price increases above the applicable grant price over a three-year pro-rata vesting period and the applicable exercise period thereafter. LTIP Awards and Stock Incentives work together to align the long-term financial interests of our executive officers and shareholders.

  50. Long-Term Incentive Compensation

    | Component | Description | 2026 | 2027 | 2028 | | LTIP Awards | LTIP Awards are granted to eligible employees on an annual basis at the January meeting of the Committee. This meeting is typically scheduled several years in advance. Pro-rated LTIP Awards are also granted to individuals who become executive officers, are promoted to new executive officer positions, or are given increased responsibilities during a performance period. | "Cliff" vesting after three-year performance period | | | | Stock Incentives | Stock Incentives are granted to eligible team members on an annual basis at the August meeting of the Committee. This meeting is scheduled several years in advance. | Annual vesting over three-year performance period | | | | | | 1/3 | 1/3 | 1/3 |

  51. Long-Term Incentive Compensation

    | 2026 Proxy Statement | 45 |

  52. Long-Term Incentive Compensation

    The Committee does not grant LTIP Awards to executive officers in anticipation of the release of significant positive earnings announcements or other material non-public information likely to result in changes to the price of our common stock. Stock Incentives, including stock appreciation rights and stock options, for our regular annual equity awards are typically approved by the Committee at a regularly-scheduled Committee meeting that occurs in August of each year. These grants are generally made effective on the date of such approval. Committee meetings are scheduled several years in advance and generally occur in the third week of August. Stock Incentive values to be utilized for such annual awards are determined as of the grant date based upon a Black-Scholes valuation model. Those values are then used to determine the number of Stock Incentives to be granted to recipients. The Committee does not take material nonpublic information into account when determining the timing and terms of such awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Consistent with its historical practice, the Committee granted Stock Incentives to our Named Executive Officers during its regularly-scheduled Committee meeting on August 20, 2025, which was during the period beginning four business days before the filing of our annual report on Form 10-K for the fiscal year ended June 30, 2025. Accordingly, as required by the SEC, we are providing the following information relating to these Stock Incentives:

  53. Long-Term Incentive Compensation

    | Named Executive Officer | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award | Grant Date Fair Value of the Award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Jennifer A. Parmentier | 8/20/2025 | 28,483 | $742.97 | 7,841,940 | 2.35% | | Todd M. Leombruno | 8/20/2025 | 7,878 | $742.97 | 2,168,971 | 2.35% | | Andrew D. Ross | 8/20/2025 | 9,292 | $742.97 | 2,558,273 | 2.35% | | Matthew A. Jacobson | 8/20/2025 | 4,444 | $742.97 | 1,223,522 | 2.35% | | Joseph R. Leonti | 8/20/2025 | 4,848 | $742.97 | 1,334,751 | 2.35% |

  54. Long-Term Incentive Compensation

    LTIP Awards The Committee has adopted an Officer Long-Term Incentive Performance Plan, which we refer to as the Officer LTIP Plan, that operates under the 2023 Omnibus Stock Incentive Plan, which we refer to as the 2023 Equity Plan, to establish the terms and conditions for LTIP Awards granted to our executive officers. During the third quarter of fiscal year 2026, the Committee granted to each of the Named Executive Officers, under the terms of the Officer LTIP Plan and the 2023 Equity Plan, the following target LTIP Award shares for the calendar year 2026-27-28 performance period based on the following target LTIP Award values for the calendar year 2026-27-28 performance period:

  55. Long-Term Incentive Compensation

    | Named Executive Officer | Target LTIP Award Values ($)(1) | Target LTIP Award Shares(2) | | Jennifer A. Parmentier | 7,050,000 | 8,026 | | Todd M. Leombruno | 1,950,000 | 2,220 | | Andrew D. Ross | 2,300,000 | 2,618 | | Matthew A. Jacobson(3) | 1,100,000 | 1,252 | | Joseph R. Leonti(3) | 1,200,000 | 1,366 |

  56. Long-Term Incentive Compensation

    (1)Target LTIP Award values were increased from the fiscal year 2025 target values to more closely align with the median of our Peer Group companies following a comparative market review by Mercer. For Mr. Leonti, the increase to his target LTIP Award value for fiscal year 2026 also reflected his promotion to Executive Vice President, General Counsel and Secretary (previously Vice President, General Counsel and Secretary) on August 20, 2025. (2)Target LTIP Award share amounts were determined by dividing the Target LTIP Award Values by $878.43, which was the daily average stock price during the month immediately preceding the award grant (i.e., December 2025), and rounding to the nearest whole share. (3)As a result of their promotions in fiscal year 2026, Mr. Jacobson and Mr. Leonti also received prorated LTIP Awards during fiscal year 2026 of the following target shares for the performance periods set forth below to realign their compensation to market levels for their new roles. (a)Mr. Jacobson—CY23-24-25: 320; CY24-25-26: 780; and CY25-26-27: 867. (b)Mr. Leonti—CY23-24-25: 47; CY24-25-26: 124; and CY25-26-27: 148. The performance measures and percentile rank performance levels used to calculate the payout for these LTIP Awards are the same as set forth below for the calendar years 2026-27-28 LTIP Awards, except that the threshold performance level for the CY23-24-25 LTIP Awards was the 35th percentile.

  57. Long-Term Incentive Compensation

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  58. Long-Term Incentive Compensation

    The target LTIP Award shares shown in this table are also included in the “Estimated Future Payouts Under Equity Incentive Plan Awards—Target” column of the Grants of Plan-Based Awards for Fiscal Year 2026 table. The “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2026 includes the aggregate grant date fair value of these awards in fiscal year 2026. Under the Officer LTIP Plan, the actual payouts for these LTIP Awards will be calculated following the three-year performance period ending December 31, 2028, as follows: •The Committee will first determine if, during the performance period, we achieved an average return on average equity of 4% or an average free cash flow margin of 4%. •If at least one of these threshold performance measures above is not achieved, participants will not receive a payout. •If at least one of these threshold performance measures above is achieved, participants will become eligible to receive the maximum payout of 200% of the applicable target LTIP Award shares. The Committee will then, if appropriate, apply its discretion to reduce the final payouts based on any performance measures that the Committee determines to be appropriate. The Committee determined that this calculation methodology would provide the Committee with more flexibility to ensure payout levels are as accurately reflective of the Company’s performance against the Peer Group (set forth above on page 38) as possible and are otherwise in the best interests of our business and our shareholders. To provide the Committee with guidelines for exercising its discretion, the Officer LTIP Plan provides that the Committee may, among other things, following the calendar years 2026-27-28 performance period compare our revenue growth, growth in fully diluted earnings per share from continuing operations and average return on invested capital from continuing operations against the corresponding results of the Peer Group companies during their three most recent fiscal years. The Committee has identified long-term revenue growth, earnings per share growth and return on invested capital as performance measures critical to the financial performance and profitable growth goals of The Win Strategy because, among other things, they encourage our executive officers to provide on-time delivery of quality products, value-added services and systems, strategic supply chain, lean enterprise, value pricing, market-driven innovation and strong distribution. For calendar year 2026-27-28 LTIP Awards, the Committee determined to keep the same weighting as the prior year for revenue growth, growth in fully diluted earnings per share from continuing operations, and average return on invested capital from continuing operations at 40%, 40% and 20%, respectively. The following table illustrates how final LTIP Awards will pay out using the weightings as specified above for the applicable performance period:

  59. Long-Term Incentive Compensation

    | Peer Group Percentile Rank: | Less than 25th | 25th | 50th | 75th or higher | | Payout% | 0% | 50% | 100% | 200% |

  60. Long-Term Incentive Compensation

    At the end of calendar year 2028, if we achieve an average return on average equity or an average free cash flow margin of 4% or greater for the performance period, the Committee may exercise discretion in determining the appropriate payout by determining our percentile rank as compared to the Peer Group companies for each of the three performance measures. Using the table above, the Committee will calculate the portion of the target LTIP Award value earned with respect to each performance measure. The Committee will multiply each portion by its applicable weight and add up the total to determine the total LTIP Award payout for the calendar years 2026-27-28 performance period. This table illustrates that recipients of LTIP Awards granted during calendar year 2026 will receive the maximum payout of 200% of the applicable target LTIP Award shares if we rank at or above the 75th percentile among the Peer Group companies in the aggregate based on all three performance measures, and will receive no payout if we rank below the 25th percentile in the aggregate based on all three performance measures. The payout percentage that is applied is interpolated on a linear basis between the points in the above table. LTIP Award payouts for the calendar years 2026-27-28 performance period may only be paid after the end of the applicable three-year performance period in unrestricted shares of our common stock. The Committee designed these LTIP Awards to reward executive officers directly in relation to our long-term performance against the Peer Group companies. The Committee determined that requiring performance in excess of the 50th percentile for a payout in excess of 100% would encourage executive officers to achieve performance above median Peer Group performance. The Committee also determined that requiring performance at the 75th percentile for a maximum payout, and awarding no payout for performance below the 25th percentile, would further encourage executive officers to achieve top-quartile performance within the Peer Group companies. In addition, each of the Named Executive Officers received a payout during fiscal year 2026 under LTIP Awards granted during the third quarter of fiscal year 2023 for the three-year performance period ending December 31, 2025. We exceeded our threshold performance measures of 4% average return on average equity and 4% average free cash flow margin with an average return on average equity for the three-year performance period of 25.7% and average free cash flow margin for the three-year performance period of 15.8%, which caused

  61. Long-Term Incentive Compensation

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  62. Long-Term Incentive Compensation

    each participant to be eligible for a payout of 200% of the applicable LTIP Award. The Committee decided to exercise discretion to determine the appropriate payout and determined that we achieved the following percentile rankings among the peer group companies disclosed in the Company's 2023 proxy statement with respect to the LTIP Award performance measures for the calendar years 2023-24-25 performance period:

  63. Long-Term Incentive Compensation

    | Performance Measure | Result | Percentile Rank | Weighted Payout Percentage | | Revenue Growth (40%) | 19.09% | 57.89 | 52.62% | | Earnings Per Share Growth (40%) | 61.45% | 84.21 | 80.00% | | Average Return on Invested Capital (20%) | 18.59% | 68.42 | 34.74% |

  64. Long-Term Incentive Compensation

    The percentile rank performance levels used to calculate the payout for the calendar years 2023-24-25 LTIP Awards were the same as set forth above for the calendar years 2026-27-28 LTIP Awards, except that the threshold performance level was the 35th percentile. As a result, the Named Executive Officers received the following LTIP Award payouts during fiscal year 2026, which are included in the “Stock Awards—Number of Shares Acquired on Vesting” column of the Option Exercises and Stock Vested for Fiscal Year 2026 table: Ms. Parmentier—29,808; Mr. Leombruno—8,343; Mr. Ross—9,837; Mr. Jacobson—1,424; and Mr. Leonti—4,546. Each payment represents a total payout of 167.36% of the target LTIP Award shares for the three-year performance period ended December 31, 2025. Stock Incentives Each of the Named Executive Officers received Stock Incentives under our 2023 Equity Plan during the first quarter of fiscal year 2026. The Committee grants Stock Incentives to executive officers to encourage and reward efforts and accomplishments that advance the goals of The Win Strategy and make other contributions to maximize long-term shareholder value. The number of Stock Incentives granted by the Committee is determined by utilizing the Black-Scholes valuation model to convert a target dollar value into the number of Stock Incentives to be granted. The Committee uses Mercer’s annual review to help ensure the target dollar values are reasonable in relation to the median of similar compensation offered within the companies included in Mercer’s annual review. The following table shows the target value and the number of Stock Incentives granted to each of the Named Executive Officers in the first quarter of fiscal year 2026:

  65. Long-Term Incentive Compensation

    | Named Executive Officer | Target Values ($)(1) | Stock Incentive Grants (# of Underlying Shares)(2) | | Jennifer A. Parmentier | 7,050,000 | 28,483 | | Todd M. Leombruno | 1,950,000 | 7,878 | | Andrew D. Ross | 2,300,000 | 9,292 | | Matthew A. Jacobson | 1,100,000 | 4,444 | | Joseph R. Leonti | 1,200,000 | 4,848 |

  66. Long-Term Incentive Compensation

    (1)Target Stock Incentive values were increased from the fiscal year 2025 target values to more closely align with the median of our Peer Group companies following a comparative market review by Mercer. (2)Target Stock Incentive grant share amounts were determined by using the Black-Scholes valuation model and rounding to the nearest whole share. The fiscal year 2026 Stock Incentive grants shown above are also included in the “All Other Option Awards: Number of Securities Underlying Options” column of the Grants of Plan-Based Awards for Fiscal Year 2026 table and the “Option Awards—Number of Securities Underlying Unexercised Options—Unexercisable” column of the Outstanding Equity Awards at June 30, 2026 table. The “Option Awards” column of the Summary Compensation Table for Fiscal Year 2026 includes the aggregate grant date fair value of these awards in fiscal year 2026. As required by the terms of our 2023 Equity Plan, these fiscal year 2026 Stock Incentives have an exercise price equal to the closing price of our common stock on the date of grant. The plan does not permit the re-pricing of Stock Incentives. The Committee analyzed the terms of our 2023 Equity Plan and considered Mercer’s annual review to establish all other terms of these Stock Incentives. These fiscal year 2026 Stock Incentives have a ten-year term and vest in one-third increments over three years following the grant date. When vested, each Stock Incentive will entitle the holder to receive the increase in value of one common share from the grant date to the date of exercise. Upon exercise of fiscal year 2026 Stock Incentives, common shares will be issued directly to the holder. The appreciation in these Stock Incentives will be calculated by subtracting the grant price from the fair market value of the common shares at exercise, and multiplying the result by the number of Stock Incentives exercised. The number of common shares to be issued is determined by dividing that appreciation by the market price of the common shares at exercise.

  67. Long-Term Incentive Compensation

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  68. PENSION PLAN

    | Minimum Benefit: | $21.00 multiplied by years of service, up to a maximum of 40 years. | | Final Average Pay Amount: | •0.75% of the highest five consecutive year average of monthly base salary and eligible annual cash incentive bonuses up to the social security wage base, multiplied by years of service up to a maximum of 35 years; plus •1.36% of the highest five consecutive year average of monthly base salary and eligible annual cash incentive bonuses in excess of the social security wage base, multiplied by years of service up to a maximum of 35 years; plus •0.50% of the highest five consecutive year average of monthly base salary and annual cash incentive bonuses multiplied by years of service in excess of 35 up to a maximum of five years. |

  69. OFFICER LIFE INSURANCE PLAN

    OFFICER LIFE INSURANCE PLAN Under the Officer Life Insurance Plan, we pay all required premiums for life insurance until retirement up to age 65. The premiums are designed to maintain death benefits equal to: •five times base salary during employment and two times final base salary after retirement at age 65 for our Chief Executive Officer; •four times base salary during employment and two times final base salary after retirement at age 65 for our Chief Financial Officer and our President and Chief Operating Officer; and •three times base salary during employment and two times final base salary after retirement at age 65 for all other Named Executive Officers and other participants. If the participant retires between ages 55 and 65, the post-retirement death benefit is reduced by 10% of base salary for each year prior to age 65 that the participant retires. The amount of the death benefit is adjusted each year on January 1st based on the participant’s base salary as of the preceding December 1st. The policies underlying the plan are cash value life insurance policies owned by the participants. The premiums we paid on behalf of the Named Executive Officers during fiscal year 2026 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2026.

  70. EXECUTIVE LONG-TERM DISABILITY AND INDIVIDUAL DISABILITY INSURANCE PLANS

    EXECUTIVE LONG-TERM DISABILITY AND INDIVIDUAL DISABILITY INSURANCE PLANS The Executive Long-Term Disability Plan and Individual Disability Insurance Plans are intended to replace a reasonable amount of an executive officer’s income upon disability. The plans provide a total benefit in the event of a qualifying disability of two-thirds of base salary plus Officer ACIP awards paid during the calendar year ending December 31 of the year prior to the disability, up to a maximum monthly benefit, in the case of Mr. Ross, of $33,000, or in the case of Ms. Parmentier and Messrs. Leombruno, Jacobson and Leonti, of $35,000. Our executive officers are not eligible to receive the long-term disability benefit generally available to other team members.

  71. EXECUTIVE LONG-TERM DISABILITY AND INDIVIDUAL DISABILITY INSURANCE PLANS

    | 52 | |

  72. EXECUTIVE LONG-TERM DISABILITY AND INDIVIDUAL DISABILITY INSURANCE PLANS

    Other Compensation Policies and Practices

  73. Change in Control Agreements

    Change in Control Agreements We are not a party to any written employment agreements with our executive officers. We have, however, entered into separate Change in Control Severance Agreements with our executive officers, which we refer to as the Change in Control Agreements. We are not obligated to pay severance to executive officers under any agreement other than the Change in Control Agreements. The executive officers are, however, eligible to receive severance upon termination for reasons other than a change in control in accordance with our general severance policy for salaried employees. The Change in Control Agreements are designed to attract, retain and motivate executive officers, provide for stability and continuity of management in the event of any actual or threatened change in control, encourage executive officers to remain in service after a change in control and ensure that executive officers are able to devote their entire attention to maximizing shareholder value and safeguarding team member interests in the event of a change in control. The Committee determined that the amounts payable under the Change in Control Agreements are reasonable and necessary to achieve those objectives. The Potential Payments upon Termination or Change of Control at June 30, 2026 tables and the related narrative descriptions provide additional information on the Change in Control Agreements, including a brief discussion of the material provisions of the Change in Control Agreements under the captions “Payments upon a Change in Control” and “Payments upon a Qualifying Termination in Connection with a Change in Control.”

  74. Compensation Tables

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6)(7) | Total ($) | | Jennifer A. Parmentier Chairman of the Board and Chief Executive Officer | 2026 | 1,537,500 | 7,586,898 | 7,841,940 | 4,539,822 | — | 1,255,009 | 22,761,169 | | | 2025 | 1,462,500 | 6,313,226 | 6,941,315 | 3,356,416 | — | 1,244,248 | 19,317,705 | | | 2024 | 1,383,333 | 5,959,762 | 6,460,290 | 3,961,507 | — | 970,295 | 18,735,187 | | Todd M. Leombruno Executive Vice President and Chief Financial Officer | 2026 | 978,333 | 2,098,544 | 2,168,971 | 1,699,267 | 1,429,168 | 492,513 | 8,866,796 | | | 2025 | 937,500 | 1,713,205 | 1,888,678 | 1,303,969 | 1,476,081 | 551,438 | 7,870,871 | | | 2024 | 891,667 | 1,761,895 | 1,909,274 | 1,547,577 | 1,164,044 | 465,139 | 7,739,596 | | Andrew D. Ross President and Chief Operating Officer | 2026 | 1,041,667 | 2,474,769 | 2,558,273 | 2,080,661 | 1,358,465 | 341,891 | 9,855,726 | | | 2025 | 991,667 | 1,969,511 | 2,164,813 | 1,586,206 | 2,881,870 | 286,850 | 9,880,917 | | | 2024 | 920,000 | 2,022,228 | 2,191,343 | 1,836,265 | 1,941,924 | 226,061 | 9,137,821 | | Matthew A. Jacobson(8) Vice President and President - Filtration Group | 2026 | 660,417 | 2,566,855 | 1,223,522 | 917,662 | — | 181,535 | 5,549,991 | | Joseph R. Leonti(9) Executive Vice President, General Counsel and Secretary | 2026 | 891,667 | 1,528,274 | 1,334,751 | 1,316,425 | — | 435,510 | 5,506,627 | | | 2025 | 843,333 | 930,796 | 1,026,547 | 938,394 | — | 470,413 | 4,209,483 | | | 2024 | 801,667 | 957,653 | 1,038,803 | 1,113,098 | — | 407,055 | 4,318,276 |

  75. Payments upon Retirement

    Payments upon Retirement Upon the retirement of a Named Executive Officer at (A) age 65 or older, or (B) age 60 or older with at least ten years of service, the Named Executive Officer will receive the “Payments Generally Available” described above and the “Payments Upon Death” described above, except that: (i)all outstanding Stock Incentives will fully vest but will become exercisable according to the original schedule and will remain exercisable until the original expiration date of the award; (ii)unvested amounts under the Deferred Compensation Plan (if any) would vest upon a Named Executive Officer's attainment of age 55 with at least five years of service; (iii)if the Named Executive Officer is (A) age 65 or older, or (B) age 60 or older with at least ten years of service and 12 months of continuous employment during the performance periods, he or she will receive a full LTIP Award payout for calendar years 2024-25-26, 2025-26-27 and 2026-27-28 performance periods, to be determined at the end of the performance periods, as if he or she had remained continuously employed through the end of the performance periods; and (iv)the Named Executive Officer will not receive death benefits under the Officer Life Insurance Plan unless death subsequently occurs. If a Named Executive Officer retires outside of the age and service thresholds stated in (iii) above, he or she will receive a pro-rated LTIP Award payout for the calendar years 2024-25-26, 2025-26-27 and 2026-27-28 performance periods, to be determined at the end of the respective performance periods, based on the number of full months served during each of the performance periods. If the Named Executive Officer is less than 60 years of age on the date of retirement, then the Named Executive Officer must seek early retirement approval from the Human Resources and Compensation Committee to receive payments with respect to the following: •the Supplemental Retirement Program; and •the Defined Contribution Supplemental Retirement Program. The Named Executive Officers' account balances under such nonqualified deferred compensation plans as of June 30, 2026 are set forth in the Nonqualified Deferred Compensation for Fiscal Year 2026 section of this Proxy Statement. In addition, Named Executive Officers must be at least 55 years of age on the date of retirement to continue to receive premium payments under the Officer Life Insurance Plan, which if needed will continue for the greater of ten years from commencement of plan participation or the number of years until they reach age 65. As of June 30, 2026, Ms. Parmentier and Messrs. Leombruno and Ross had each reached 55 years of age with at least 10 years of service. In determining the amounts payable upon retirement reported in the following table, we assumed that none of our Named Executive Officers obtained Human Resources and Compensation Committee approval for early retirement.

  76. Payments upon Retirement

    | Officer | Accelerated Vesting of Stock Incentives ($) | Accelerated Vesting of Restricted Stock Units ($) | Pension Plan ($) | Pension Restoration Plan ($) | Supplemental Retirement Program ($) | LTIP Awards ($) | Defined Contribution Supplemental Retirement Program ($) | Post-Retirement Insurance Premiums ($) | Totals ($) | | Jennifer A. Parmentier | 23,593,582 | — | — | — | — | 15,353,224 | — | 172,794 | 39,119,600 | | Todd M. Leombruno | 6,640,343 | — | 873,806 | 6,116,377 | — | 4,425,993 | — | 296,890 | 18,353,409 | | Andrew D. Ross | 7,676,326 | — | 916,727 | 5,848,900 | — | 5,082,149 | — | 188,458 | 19,712,560 | | Matthew A. Jacobson | 1,680,885 | 978,120 | — | — | — | 1,653,675 | — | — | 4,312,680 | | Joseph R. Leonti | 3,743,922 | — | — | — | — | 2,579,628 | — | — | 6,323,550 |

  77. Payments upon Retirement

    | 2026 Proxy Statement | 67 |

  78. Payments upon Termination for Cause or Resignation

    Payments upon Termination for Cause or Resignation Upon the termination for cause or the resignation of a Named Executive Officer, the Named Executive Officer will receive the “Payments Generally Available” described above, except that the Named Executive Officer will (i) forfeit his or her Supplemental Retirement Program benefit and his or her Defined Contribution Supplemental Retirement Program benefit if the termination for cause is the result of competition by the Named Executive Officer against us, and (ii) forfeit his or her LTIP Awards if the termination or resignation occurs during the applicable performance period. In determining the amounts payable upon termination for cause under the Supplemental Retirement Program and the Defined Contribution Supplemental Retirement Program, we assumed that the termination did not result from competition against us.

  79. Payments upon Termination for Cause or Resignation

    | Officer | Pension Plan ($) | Pension Restoration Plan ($) | Supplemental Retirement Program ($) | Totals ($) | | Jennifer A. Parmentier | — | — | — | — | | Todd M. Leombruno | 873,806 | 6,116,377 | — | 6,990,183 | | Andrew D. Ross | 916,727 | 5,848,900 | — | 6,765,627 | | Matthew A. Jacobson | — | — | — | — | | Joseph R. Leonti | — | — | — | — |

  80. Payments upon Termination without Cause

    Payments upon Termination without Cause Upon the termination without cause of a Named Executive Officer, the Named Executive Officer will receive the “Payments Generally Available” described above. In addition, if the Named Executive Officer signs a release of all claims against us, the Named Executive Officer will receive a lump sum payment equal to one week’s pay for each full year of service up to a maximum of twenty-six weeks of pay and continuation of premium payments for medical and dental insurance based on the applicable COBRA rates for the Named Executive Officer for up to three months. Additionally, he or she will be entitled to pro-rated LTIP Award payouts for the calendar years 2024-25-26, 2025-26-27, and 2026-27-28 during each of the performance periods. Also, if a Named Executive Officer's employment is terminated without cause when such Named Executive Officer has attained the age of at least 55, but less than 60, such Named Executive Officer's benefit under the Supplemental Retirement Program will become fully vested. In determining the amounts payable upon termination without cause reported in the following tables, we assumed that the Named Executive Officer signed a release.

  81. Payments upon Termination without Cause

    | Officer | Severance Pay ($) | Pension Plan ($) | Pension Restoration Plan ($) | Supplemental Retirement Program ($) | LTIP Awards ($) | Medical and Dental Benefits ($) | Totals ($) | | Jennifer A. Parmentier | 506,731 | — | — | — | 15,353,224 | 7,686 | 15,867,641 | | Todd M. Leombruno | 492,500 | 873,806 | 6,116,377 | — | 4,425,993 | 7,686 | 11,916,362 | | Andrew D. Ross | 525,000 | 916,727 | 5,848,900 | 11,270,821 | 5,082,149 | 8,052 | 23,651,649 | | Matthew A. Jacobson | 272,596 | — | — | — | 1,653,675 | 7,278 | 1,933,549 | | Joseph R. Leonti | 346,154 | — | — | — | 2,579,628 | 4,914 | 2,930,696 |

  82. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of Jennifer A. Parmentier, our Chief Executive Officer, to the annual total compensation of our median team member. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. The SEC rules for identifying the median compensated team member and calculating the pay ratio based on that team member’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Therefore, the estimated pay ratio we report may not be comparable to the pay ratios reported by other companies and should not be used as a basis for comparison between companies. As reported in the Summary Compensation Table for Fiscal Year 2026, our Chief Executive Officer had annual total compensation for fiscal year 2026 of $22,761,169. Using the Summary Compensation Table methodology, the annual total compensation of our median team member for fiscal year 2026 is $68,744. As a result, we estimate that the ratio of our Chief Executive Officer’s annual total compensation to that of our median team member for fiscal year 2026 was approximately 331 to 1. For purposes of the fiscal year 2026 Chief Executive Officer pay ratio, we used the same median-paid team member identified in fiscal year 2024, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. We identified the “median team member” from our employee population on April 30, 2024, which included full-time, part-time, temporary, and seasonal team members who were employed on that date, whether in the U.S. or in foreign jurisdictions. As of April 30, 2024, we estimated there were 29,962 U.S. team members and 28,889 non-U.S. team members included in our team member population. We excluded independent contractors and leased employees from our calculation as any independent contractors or leased employees have compensation determined by an unaffiliated third party. We further applied the de minimis exemption, which permits exempting non-U.S. team members that account for five percent or less of our total U.S. and non-U.S. team members. In total, 746 team members were excluded, consisting of the parenthetical numbers below in the following countries: Algeria (1), Argentina (33), Austria (20), Belarus (3), Chile (33), Denmark (34), Greece (1), Hong Kong (27), Hungary (1), Indonesia (45), Ireland (38), Israel (2), Kazakhstan (1), Morocco (4), New Zealand (21), Norway (49), Peru (5), Portugal (2), Romania (2), Singapore (182), Slovenia (3), South Africa (75), Taiwan (Province of China) (30), Thailand (52), Turkey (41) and United Arab Emirates (41). The consistently applied compensation measure we used was total cash compensation for fiscal year 2024. We annualized the earnings of all permanent employees who were on a leave of absence or were new hires during the measurement period for fiscal year 2024. We did not make any other adjustments permissible by the SEC nor did we make any other material assumptions or estimates to identify our median employee.

  83. Chief Executive Officer Pay Ratio

    | 2026 Proxy Statement | 71 |

  84. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Our executive compensation program is designed to align pay outcomes with annual and long-term business performance and shareholders’ interests. Our program design choices, including the level of pay at risk, the mix of short-term and long-term incentives, the mix of long-term incentive vehicles, the metrics selected, and the rigor of incentive goals, all work together toward this objective. The Human Resources and Compensation Committee, along with its independent compensation consultant, Mercer, routinely assesses the relationship between our executive compensation program and the financial and total shareholder return (TSR) performance of the Company as discussed in the Compensation Discussion and Analysis section of this Proxy Statement. The results of these analyses have influenced our pay decisions and the evolution of our compensation program to help ensure strong pay and performance alignment. This Pay Versus Performance disclosure, as required by the SEC, provides an additional perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” herein sometimes referred to as “CAP,” as defined by the SEC, and various measures of market and financial performance. Pay Versus Performance Table In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs (as defined below) and Company performance for the fiscal years listed below. The Human Resources and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  85. Pay Versus Performance Disclosure

    | | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income ($ Millions) | EPS Growth Relative to Peer Group(5) | | Fiscal Year | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2026 | — | 22,761,169 | — | 55,775,920 | 7,446,635 | 14,418,185 | 339.67 | 195.84 | 3,649 | 53rd Percentile | | 2025 | — | 19,317,705 | — | 45,272,113 | 6,529,885 | 11,842,642 | 408.78 | 233.00 | 3,532 | 68th Percentile | | 2024 | — | 18,735,187 | — | 35,615,063 | 8,190,674 | 11,353,217 | 293.00 | 189.61 | 2,845 | 70th Percentile | | 2023 | 18,657,423 | 16,404,346 | 44,288,911 | 35,395,261 | 7,044,646 | 16,016,277 | 223.03 | 164.12 | 2,084 | 78th Percentile | | 2022 | 18,448,169 | — | 14,327,292 | — | 5,842,460 | 5,316,820 | 138.26 | 131.12 | 1,316 | 28th Percentile(6) |

  86. Pay Versus Performance Disclosure

    (1)Thomas L. Williams was our PEO during the period covered by the table through December 31, 2022 (“PEO 1”). Jennifer A. Parmentier was our PEO from January 1, 2023, through the end of the period covered by the table (“PEO 2”). The individuals comprising the non-PEO named executive officers ("Non-PEO NEOs") for each fiscal year presented are listed below.

  87. Pay Versus Performance Disclosure

    | 2022 | 2023 | 2024 | 2025 | 2026 | | Todd M. Leombruno | Todd M. Leombruno | Todd M. Leombruno | Todd M. Leombruno | Todd M. Leombruno | | Lee C. Banks | Lee C. Banks | Lee C. Banks | Andrew D. Ross | Andrew D. Ross | | Jennifer A. Parmentier | Andrew D. Ross | Andrew D. Ross | Joseph R. Leonti | Joseph R. Leonti | | Andrew M. Weeks | Roger S. Sherrard | Berend Bracht | Patrick M. Scott | Matthew A. Jacobson | | | | Joseph R. Leonti | | |

  88. Pay Versus Performance Disclosure

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the Summary Compensation Table Totals with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs in accordance with SEC rules. The exclusions and inclusions for fiscal year 2026 are set forth in the tables below. Equity award values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table for the listed fiscal year. Amounts in the Exclusion of Change in Pension Value columns reflect the amounts attributable to any positive Change in Pension Value reported in the Summary Compensation Table for the listed fiscal year. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed fiscal year.

  89. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Change in Pension Value for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Pension Service Cost for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2026 | 22,761,169 | — | (15,428,837) | — | 48,443,588 | 55,775,920 |

  90. Pay Versus Performance Disclosure

    | 72 | |

  91. Pay Versus Performance Disclosure

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Exclusion of Average Change in Pension Value for Non-PEO NEOs ($) | Exclusion of Average Stock Awards and Option Awards for Non- PEO NEOs ($) | Inclusion of Average Pension Service Cost for Non-PEO NEOs ($) | Inclusion of Average Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2026 | 7,446,635 | (696,908) | (3,988,490) | 224,666 | 11,432,282 | 14,418,185 |

  92. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  93. Pay Versus Performance Disclosure

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Fiscal Year That Remained Unvested as of Last Day of Fiscal Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Fiscal Year of Unvested Prior- Fiscal Year Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Fiscal Year that Vested During Fiscal Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Prior-Fiscal Year Equity Awards that Vested During Fiscal Year for PEO 2 ($) | Fair Value at Last Day of Prior Fiscal Year of Equity Awards Forfeited During Fiscal Year for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2026 | 24,506,781 | 19,071,973 | — | 4,864,834 | — | 48,443,588 |

  94. Pay Versus Performance Disclosure

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Fiscal Year That Remained Unvested as of Last Day of Fiscal Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Fiscal Year of Unvested Prior- Fiscal Year Equity Awards for Non- PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Fiscal Year that Vested During Fiscal Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Prior- Fiscal Year Equity Awards that Vested During Fiscal Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Fiscal Year of Equity Awards Forfeited During Fiscal Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2026 | 6,519,998 | 3,900,898 | — | 1,011,386 | — | 11,432,282 |

  95. Pay Versus Performance Disclosure

    (4)The Peer Group TSR set forth in this table utilizes the S&P 500 Industrials (Sector) Index (“S&P Industrials Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended June 30, 2026. The comparison assumes $100 was invested (with reinvestment of dividends) for the period starting June 30, 2021, through the end of the listed fiscal year in the Company and in the S&P Industrials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined EPS Growth Relative to Peer Group to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO 2 and Non-PEO NEOs in fiscal year 2026. As described in the Compensation Discussion & Analysis, the LTIP Award for the three-calendar-year performance period is, in part, based on a comparison of the Company’s EPS growth relative to the Peer Group companies in the aggregate. However, in compliance with SEC guidance, the table above reflects our relative as reported earnings per share performance for each listed fiscal year as compared with the Peer Group companies disclosed in the Compensation Discussion & Analysis for each such fiscal year. (6)The relative performance of as reported earnings per share in fiscal year 2022 was significantly impacted by costs associated with our acquisition of Meggitt plc.

  96. Pay Versus Performance Disclosure

    | 2026 Proxy Statement | 73 |

  97. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, and the Peer Group TSR over the five most recently completed fiscal years.

  98. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

  99. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  100. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    | 74 | |

  101. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and EPS Growth Relative to Peer Group The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our EPS Growth Relative to Peer Group during the five most recently completed fiscal years.

  102. PEO and Average Non-PEO NEO Compensation Actually Paid Versus EPS Growth Relative to Peer Group

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus EPS Growth Relative to Peer Group 2026 Performance Measures

  103. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees The Corporate Governance and Nominating Committee will consider shareholder recommendations for nominees for election to our Board of Directors if such recommendations are in writing and set forth the information listed below. Such recommendations must be submitted to Parker-Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124, Attention: Secretary, and must be received at our executive offices on or before June 30 of each year in anticipation of the following Annual Meeting of Shareholders. All shareholder recommendations for Director nominees must set forth the following information: 1.The name and address of the shareholder recommending the candidate for consideration as such information appears on our records; the telephone number where such shareholder can be reached during normal business hours; the number of common shares owned by such shareholder; the length of time such shares have been owned by the shareholder and any direct or indirect interest of such shareholder in any contract with us or any subsidiaries or affiliates or any of our principal competitors (a list of which will be provided by the Company within ten days following a request therefor by such shareholder); any material transaction between such shareholder and us, any subsidiaries or affiliates or any of our principal competitors (a list of which will be provided by the Company within ten days following a request therefor by such shareholder); and if such shareholder is not a natural person, the identity of the natural person or persons associated with such shareholder and the qualifications and background of such shareholder and any proportionate shares in us or derivative interests held, directly or indirectly, by a general or limited partnership of such shareholder for which such shareholder is a general partner or runs a beneficial interest in a general partner. If such person is not a shareholder of record or if such shares are owned by an entity, reasonable evidence of such person’s beneficial ownership of such shares or such person’s authority to act on behalf of such entity; 2.Complete information as to the identity and qualifications of the proposed nominee, including the full legal name, age, business and residence addresses and telephone numbers and other contact information, and the principal occupation and employment of the candidate recommended for consideration, including his or her occupation for at least the past five years, with a reasonably detailed description of the background, education, professional affiliations and business and other relevant experience (including directorships, employment and civic activities) and qualifications of the candidate;

  104. Shareholder Recommendations for Director Nominees

    | 2026 Proxy Statement | 83 |

  105. Shareholder Recommendations for Director Nominees

    3.The reasons why, in the opinion of the recommending shareholder, the proposed nominee is qualified and suited to be a Director; 4.The disclosure of any relationship of the candidate being recommended with us or any of our subsidiaries or affiliates, whether direct or indirect; 5.A description of all relationships, arrangements and understandings between the proposing shareholder and the candidate and any other person(s) (naming such person(s)) pursuant to which the candidate is being proposed or would serve as a Director, if elected; and 6.A written acknowledgment by the candidate being recommended that he or she has consented to being considered as a candidate, has consented to our undertaking of an investigation into that individual’s background, education, experience and other qualifications in the event that the Corporate Governance and Nominating Committee desires to do so, has consented to be named in our Proxy Statement and has consented to serve as a Director, if elected.

  106. Shareholder Recommendations for Director Nominees

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  107. Shareholder Recommendations for Director Nominees

    | Company Information |