Form 8-K

8-K — ROPER TECHNOLOGIES INC

Accession: 0000882835-26-000042

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0000882835

SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rop-20261022.htm (Primary)

EX-99.1 (a2026q3earningsrelease.htm)

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8-K

8-K (Primary)

Filename: rop-20261022.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

October 22, 2026

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

1-12273 51-0263969

(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)

6496 University Parkway

Sarasota, Florida 34240

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(941) 556-2601

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class Trading Symbol(s) Name of Each Exchange On Which Registered

Common Stock, $0.01 Par Value ROP The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 22, 2026, Roper Technologies, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release of the Company dated October 22, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Roper Technologies, Inc.

(Registrant)

By: /s/ Jason P. Conley Date: October 22, 2026

Jason P. Conley

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: a2026q3earningsrelease.htm · Sequence: 2

Document

Roper Technologies announces third quarter financial results

Increases full year DEPS guidance

Sarasota, Florida, October 22, 2026 ... Roper Technologies, Inc. (Nasdaq: ROP) reported financial results for the third quarter ended September 30, 2026.

Third quarter 2026 highlights

•Revenue increased 8% to $2.17 billion; organic revenue was +7% and acquisition contribution was +1%

•GAAP net earnings increased 22% to $485 million; adjusted net earnings increased 5% to $586 million

•Adjusted EBITDA increased 7% to $864 million

•GAAP DEPS increased 33% to $4.88; adjusted DEPS increased 15% to $5.89

"Roper delivered another solid quarter, with 8% total revenue growth, 7% organic revenue growth, 7% EBITDA growth, and 15% adjusted DEPS growth. During the quarter, we deployed $436 million toward three bolt-on acquisitions for our iPipeline, Procare, and Strata businesses, and we received $1.2 billion in proceeds from Indicor's sale of its instrumentation businesses," said Neil Hunn, Roper Technologies' President and CEO.

"This quarter, our businesses again brought several AI launches to market, highlighted by PowerPlan, Strata, and Vertafore. We are embedding agentic solutions directly into the workflows our customers rely on every day, and we are also evolving how we build, with smaller teams closer to customers and increasingly agentic development processes. Given the depth of our customer relationships, our proprietary and unique data sets, and our embedded position inside mission-critical workflows, we are well positioned to create value for customers with AI. We are laser focused on scaling adoption while continuing to accelerate innovation."

"Driven by third quarter adjusted DEPS that exceeded our expectations, we are raising our full year adjusted DEPS guidance. With more than $6 billion of capital deployment capacity, we will continue allocating capital with discipline to drive free cash flow per share compounding for our shareholders," concluded Mr. Hunn.

Increasing 2026 guidance

Roper now expects full year 2026 adjusted DEPS of $22.35 - $22.40, compared to previous guidance of $22.15 - $22.30.

For the fourth quarter of 2026, the Company expects adjusted DEPS of $5.95 - $6.00.

The Company’s guidance excludes the impact of unannounced future acquisitions or divestitures, proceeds from Indicor's pending divestiture of its Cornell Pump and Roper Pump businesses, as well as potential share repurchases.

Conference call to be held at 8:00 AM (ET) today

A conference call to discuss these results has been scheduled for 8:00 AM ET on Thursday, October 22, 2026. The call can be accessed via webcast or by dialing +1 800-836-8184 (US/Canada) or +1 646-357-8785, using conference call ID 80101. Webcast information and conference call materials will be made available in the Investors section of Roper’s website (www.ropertech.com) prior to the start of the call. The webcast can also be accessed directly by using the following URL https://event.webcast. Telephonic replays will be available for up to two weeks and can be accessed by dialing +1 646-517-4150 with access code 80101 #.

Use of non-GAAP financial information

The Company supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. Reconciliation of non-GAAP measures to their most directly comparable GAAP measures are included in the accompanying financial schedules or tables. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

Minority interest

Following the sale of a majority stake in its industrial businesses to CD&R, Roper holds a minority interest in Indicor. The fair value of Roper’s equity investment in Indicor is updated on a quarterly basis and reported as "equity investment (gain) loss, net." Roper makes non-GAAP adjustments for the impacts associated with this investment.

Table 1: Revenue and adjusted EBITDA reconciliation ($M)

Q3 2025 Q3 2026 V %

GAAP revenue $ 2,017 $ 2,172 8 %

Components of revenue growth

Organic 7 %

Acquisitions 1 %

Foreign exchange — %

Total revenue growth 8 %

Adjusted EBITDA reconciliation

GAAP net earnings $ 398 $ 485

Taxes 100 87

Interest expense 90 107

Depreciation 10 10

Amortization 221 225

EBITDA $ 819 $ 914 12 %

Transaction-related expenses for completed acquisitions 4 6

Financial impacts associated with minority investments (13) (56)

Adjusted EBITDA $ 810 $ 864 7 %

Adjusted EBITDA margin 40.2 % 39.8 % (40 bps)

Table 2: Adjusted net earnings reconciliation ($M)

Q3 2025 Q3 2026 V %

GAAP net earnings $ 398 $ 485 22 %

Transaction-related expenses for completed acquisitions 3 5

Financial impacts associated with minority investments (10) (71)

Amortization of acquisition-related intangible assets 165 167

Adjusted net earnings C

$ 557 $ 586 5 %

Table 3: Adjusted DEPS reconciliation

Q3 2025 Q3 2026 V %

GAAP DEPS $ 3.68 $ 4.88 33 %

Transaction-related expenses for completed acquisitions 0.03 0.05

Financial impacts associated with minority investments (0.09) (0.71)

Amortization of acquisition-related intangible assets 1.53 1.68

Adjusted DEPS C

$ 5.14 $ 5.89 15 %

Table 4: Forecasted adjusted DEPS reconciliation

Q4 2026

FY 2026 D

Low end High end Low end High end

GAAP DEPS E

$ 4.27 $ 4.32 $ 25.60 $ 25.65

YTD transaction-related expenses for completed acquisitions — — 0.05 0.05

YTD financial impacts associated with the minority investment in Indicor A

TBD TBD (9.86) (9.86)

Amortization of acquisition-related intangible assets B

1.68 1.68 6.56 6.56

Adjusted DEPS C

$ 5.95 $ 6.00 $ 22.35 $ 22.40

Footnotes:

A. Adjustments related to the financial impacts associated with the minority investment in Indicor as shown below ($M, except per share data). Forecasted results do not include any future impacts associated with our minority investment in Indicor, as these future impacts cannot be reasonably predicted. These impacts will be excluded from all non-GAAP results in future periods.

Q3 2026A Q4 2026E FY 2026E YTD 2026

Pretax $ (56) TBD TBD $ (1,059)

After-tax $ (71) TBD TBD $ (996)

Per share $ (0.71) TBD TBD $ (9.86)

B. Actual results and forecast of estimated amortization of acquisition-related intangible assets as shown below ($M, except per share data).

Q3 2026A Q4 2026E FY 2026E

Pretax $ 212 $ 212 $ 839

After-tax $ 167 $ 168 $ 663

Per share $ 1.68 $ 1.68 $ 6.56

C. All actual and forecasted non-GAAP adjustments are taxed at 21% with the exception of the financial impacts associated with minority investments.

D. Full-year 2026 DEPS guidance will not equal the sum of the quarters due primarily to the impact of share repurchases on quarterly versus full-year weighted-average diluted shares outstanding.

E. Forecasted GAAP DEPS do not include any future impacts associated with our minority investment in Indicor. These impacts will be excluded from all non-GAAP results in future periods.

Note: Numbers may not foot due to rounding.

About Roper Technologies

Roper Technologies is a constituent of the Nasdaq 100, S&P 500, and Fortune 500. Roper has a proven, long-term track record of compounding cash flow and shareholder value. The Company operates market leading businesses that design and develop vertical software and technology enabled products for a variety of defensible niche markets. Roper utilizes a disciplined, analytical, and process-driven approach to redeploy its excess capital toward high-quality acquisitions. Additional information about Roper is available on the Company’s website at www.ropertech.com.

Contact information:

Investor Relations

941-556-2601

investor-relations@ropertech.com

The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may include, among others, statements regarding operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated and contribute to future growth, profit and cash flow expectations. Forward-looking statements may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes," "intends" and similar words and phrases. These statements reflect management's current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. Such risks and uncertainties include our ability to identify and complete acquisitions consistent with our business strategies, integrate acquisitions that have been completed, realize expected benefits and synergies from, and manage other risks associated with, acquired businesses, including obtaining any required regulatory approvals with respect thereto, and our ability to develop, deploy, and use artificial intelligence in our platforms and offerings. We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions and the conditions of the specific markets in which we operate, including risks related to labor shortages and volatile interest rates, changes in foreign exchange rates, risks related to changing U.S. and foreign trade policies, including increased trade restrictions or tariffs, risks associated with our international operations, cybersecurity and data privacy risks, including litigation resulting therefrom, risks related to political instability, armed hostilities, incidents of terrorism, public health crises or natural disasters, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, including as a result of inflation and potential supply chain constraints, environmental compliance costs and liabilities, risks and cost associated with litigation, potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products. Important risks may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

# # #

Roper Technologies, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(Amounts in millions)

September 30, 2026 December 31, 2025

ASSETS:

Cash and cash equivalents $ 311.0 $ 297.4

Accounts receivable, net 981.1 1,001.0

Inventories, net 153.3 141.7

Income taxes receivable 56.7 128.2

Unbilled receivables 152.6 124.0

Prepaid expenses and other current assets 291.6 235.8

Total current assets 1,946.3 1,928.1

Property, plant and equipment, net 158.4 156.9

Goodwill 21,555.0 21,341.2

Other intangible assets, net 9,455.7 9,764.2

Deferred taxes 69.0 73.3

Equity investment 577.0 796.3

Other assets 576.9 517.0

Total assets $ 34,338.3 $ 34,577.0

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Accounts payable $ 176.3 $ 150.3

Accrued compensation 288.9 293.0

Deferred revenue 1,889.3 1,906.8

Other accrued liabilities 590.1 642.3

Income taxes payable 211.5 28.0

Current portion of long-term debt, net 1,415.1 705.2

Total current liabilities 4,571.2 3,725.6

Long-term debt, net of current portion 8,304.6 8,595.8

Deferred taxes 1,785.2 1,883.1

Other liabilities 504.7 491.0

Total liabilities 15,165.7 14,695.5

Common stock, 350.0 shares authorized; 109.5 shares issued and 99.0 outstanding at September 30, 2026 and 109.3 shares issued and 106.6 outstanding at December 31, 2025

1.1 1.1

Additional paid-in capital 3,473.3 3,292.2

Retained earnings 19,091.2 17,205.7

Accumulated other comprehensive loss (138.2) (101.4)

Treasury stock, 10.5 shares at September 30, 2026 and 2.7 shares at December 31, 2025

(3,254.8) (516.1)

Total stockholders’ equity 19,172.6 19,881.5

Total liabilities and stockholders’ equity $ 34,338.3 $ 34,577.0

Roper Technologies, Inc.

Condensed Consolidated Statements of Earnings (unaudited)

(Amounts in millions, except per share data)

Three months ended

September 30, Nine months ended

September 30,

2026 2025 2026 2025

Net revenues $ 2,171.8 $ 2,017.5 $ 6,376.0 $ 5,843.9

Cost of sales 649.2 614.5 1,929.4 1,801.8

Gross profit 1,522.6 1,403.0 4,446.6 4,042.1

Selling, general and administrative expenses 899.4 830.0 2,669.1 2,395.0

Income from operations 623.2 573.0 1,777.5 1,647.1

Interest expense, net 106.7 89.7 317.4 231.7

Equity investment (gain) loss, net (56.2) (12.9) (1,058.7) 14.9

Other (income) expense, net 0.6 (2.0) 3.7 (1.0)

Earnings before income taxes 572.1 498.2 2,515.1 1,401.5

Income taxes 87.4 99.7 353.0 293.6

Net earnings $ 484.7 $ 398.5 $ 2,162.1 $ 1,107.9

Net earnings per share:

Basic $ 4.90 $ 3.70 $ 21.36 $ 10.31

Diluted $ 4.88 $ 3.68 $ 21.30 $ 10.23

Weighted average common shares outstanding:

Basic 98.9 107.6 101.2 107.5

Diluted 99.4 108.4 101.5 108.3

Roper Technologies, Inc.

Selected Segment Financial Data (unaudited)

(Amounts in millions; percentages of net revenues)

Three months ended September 30, Nine months ended September 30,

2026 2025 2026 2025

Amount % Amount % Amount % Amount %

Net revenues:

Application Software $ 1,239.7 $ 1,161.0 $ 3,612.0 $ 3,324.1

Network Software 446.1 413.4 1,304.6 1,174.7

Technology Enabled Products 486.0 443.1 1,459.4 1,345.1

Total $ 2,171.8 $ 2,017.5 $ 6,376.0 $ 5,843.9

Gross profit:

Application Software $ 865.5 69.8% $ 801.0 69.0% $ 2,511.8 69.5% $ 2,275.1 68.4%

Network Software 378.0 84.7% 346.9 83.9% 1,101.8 84.5% 983.3 83.7%

Technology Enabled Products 279.1 57.4% 255.1 57.6% 833.0 57.1% 783.7 58.3%

Total $ 1,522.6 70.1% $ 1,403.0 69.5% $ 4,446.6 69.7% $ 4,042.1 69.2%

Operating profit*:

Application Software $ 357.6 28.8% $ 323.0 27.8% $ 1,000.8 27.7% $ 894.4 26.9%

Network Software 189.6 42.5% 178.1 43.1% 540.0 41.4% 514.1 43.8%

Technology Enabled Products 160.7 33.1% 150.2 33.9% 480.8 32.9% 467.9 34.8%

Total $ 707.9 32.6% $ 651.3 32.3% $ 2,021.6 31.7% $ 1,876.4 32.1%

* Segment operating profit is before unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. These expenses were $84.7 and $78.3 for the three months ended September 30, 2026 and 2025, respectively, and $244.1 and $229.3 for the nine months ended September 30, 2026 and 2025, respectively.

Roper Technologies, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(Amounts in millions)

Nine months ended September 30,

2026 2025

Cash flows from operating activities:

Net earnings $ 2,162.1 $ 1,107.9

Adjustments to reconcile net earnings to cash flows from operating activities:

Depreciation and amortization of property, plant and equipment 30.4 29.9

Amortization of intangible assets 666.3 638.0

Amortization of deferred financing costs 9.3 8.6

Non-cash stock compensation 163.9 128.7

Equity investment (gain) loss, net (1,058.7) 14.9

Income tax provision 353.0 293.6

Changes in operating assets and liabilities, net of acquired businesses:

Accounts receivable 22.9 (0.5)

Unbilled receivables (28.2) (7.2)

Inventories (12.6) (18.2)

Prepaid expenses and other current assets (48.7) (27.9)

Accounts payable 26.2 13.2

Other accrued liabilities (57.2) (48.9)

Deferred revenue (36.9) 28.5

Cash taxes paid for gain on disposal of equity investment — (30.2)

Cash income taxes paid, excluding tax associated with gain on disposal of equity investment (283.7) (307.6)

Other, net (25.9) (20.5)

Cash provided by operating activities 1,882.2 1,802.3

Cash flows from (used in) investing activities:

Acquisitions of businesses, net of cash acquired (463.2) (3,280.4)

Capital expenditures (35.4) (37.6)

Capitalized software expenditures (46.8) (42.8)

Distributions from equity investment 6.7 5.1

Proceeds from Indicor transaction 1,239.2 —

Cash receipts on beneficial interest in sold receivables 15.2 —

Other, net 0.3 1.7

Cash provided by (used in) investing activities 716.0 (3,354.0)

Cash flows from (used in) financing activities:

Proceeds from senior notes — 2,000.0

Payments of senior notes — (700.0)

Borrowings under revolving credit facility, net 400.0 585.0

Debt issuance costs (3.9) (19.5)

Cash dividends to stockholders (281.4) (266.0)

Repurchases of common stock (2,726.7) —

Proceeds from stock-based compensation, net 19.3 79.4

Treasury stock sales under employee stock purchase plan 12.7 17.4

Other, net 9.1 (42.0)

Cash provided by (used in) financing activities (2,570.9) 1,654.3

Effect of exchange rate changes on cash (13.7) 29.2

Net increase in cash and cash equivalents 13.6 131.8

Cash and cash equivalents, beginning of period 297.4 188.2

Cash and cash equivalents, end of period $ 311.0 $ 320.0

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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