--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-047693" form_type: "8-K" ticker: null cik: "0000935494" company_name: "NATIONAL INSTRUMENTS CORP" filed_at: "2023-10-11T23:59:59+00:00" generated_at: "2026-06-10T01:57:35.655855+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # National Instruments acquired by Emerson for $60.00/share; stock to be delisted ## Summary - Emerson Electric completed acquisition of National Instruments for $60.00 per share in cash. - Company's common stock will be delisted from Nasdaq and registration terminated. - All prior directors of National Instruments resigned effective at closing. - Credit agreement terminated and fully prepaid; no early termination penalties. - Company becomes wholly owned subsidiary of Emerson. ## SEC filing metadata - accession: 0001140361-23-047693 - form_type: 8-K - cik: 0000935494 - company_name: NATIONAL INSTRUMENTS CORP - filed_at: 2023-10-11T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/ef20012268_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-047693 - JSON: https://secwatch.observer/filing/0001140361-23-047693.json - Plain text: https://secwatch.observer/filing/0001140361-23-047693.txt ## Key facts - Executive change Gayla J. Delly departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Executive change Alexander M. Davern departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Executive change Liam K. Griffin departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Executive change Gerhard P. Fettweis departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Executive change James E. Cashman, III departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Executive change Duy-Loan T. Le departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Executive change Michael E. McGrath departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Executive change Eric H. Starkloff departed as Director at NATIONAL INSTRUMENTS CORP. - Action: ceased to be member - Role: Director source text: In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - M&A Transactions NATIONAL INSTRUMENTS CORP underwent a change of control involving Emerson Electric Co. for $60.00 in cash (closed 2023-10-11). - Action: change of control - Counterparty: Emerson Electric Co. - Consideration: $60.00 in cash - Closing: 2023-10-11 source text: appraisal of such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) was automatically converted into the right to receive $60.00 in cash (the “Merger Consideration”). Additionally, at the Effective Time, each share of common stock, par value $1.00 per share, of Merger Sub outstanding immediately prior to evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm - Material Agreements NATIONAL INSTRUMENTS CORP terminated Credit Agreement with Wells Fargo Bank, National Association valued at all amounts. - Action: termination - Agreement: credit facility - Counterparty: Wells Fargo Bank, National Association - Value: all amounts source text: the Company prepaid in full all amounts, and terminated all commitments, outstanding under its Third Amended and Restated Credit Agreement, dated as of August 24, 2022, among the Company, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent and collateral agent evidence_url: https://www.sec.gov/Archives/edgar/data/935494/000114036123047693/0001140361-23-047693-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.