Roper Technologies (ROP) 10-K risk factor changes: FY2023 vs FY2022

We may not be able to identify suitable acquisition candidates, complete [removed: acquisitions] [added: acquisitions,] or integrate acquisitions successfully.

Our future [added: rate of] growth is [removed: likely to depend to some degree] [added: highly dependent] on our ability to acquire and successfully integrate new businesses.

There are no assurances, however, that we will be able to successfully identify suitable candidates, negotiate appropriate terms, obtain financing on acceptable terms, complete proposed acquisitions, [added: receive the necessary regulatory approvals,] successfully integrate acquired [removed: businesses] [added: businesses,] or expand into new markets.

Once acquired, operations may not achieve anticipated levels of revenues, [removed: profitability] [added: profitability,] or cash flows.

Acquisitions involve risks, including difficulties in the integration of the operations, technologies, [removed: services] [added: services,] and products of the acquired companies and the diversion of management’s attention from other business concerns.

Although our management will endeavor to evaluate the risks inherent in any particular transaction, including but not limited to [removed: cyber] [added: cybersecurity] risks, there are no assurances that we will properly ascertain all such risks.

Acquisitions may involve significant cash expenditures, debt [added: incurrences, equity issuances, and expenses.]

Difficulties encountered with acquisitions may have a material adverse effect on our business, financial [removed: condition] [added: condition,] and results of operations.

Our technology is important to our [removed: success] [added: success,] and our failure to protect this technology could put us at a competitive disadvantage.

Many of our products and services rely on proprietary technology; [removed: therefore] [added: therefore,] we believe that the development and protection of intellectual property rights through patents, copyrights, trade secrets, trademarks, confidentiality [removed: agreements] [added: agreements,] and other contractual provisions are important to the future success of our business.

Most of these transactions and balances are denominated in [removed: euros,] [added: British pounds,] Canadian dollars, or [removed: British pounds.][added: euros.]

Sales by our operating companies whose functional currency is not the U.S. dollar represented 11% [removed: and 12%] of our total net revenues for [added: both] the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021, respectively.][added: 2022.]

Unfavorable changes in exchange rates between the U.S. dollar and those currencies could [removed: significantly] reduce our reported [added: net] revenues and [added: net] earnings.

Our business operations are dependent upon information technology networks and systems to securely transmit, [removed: process] [added: process,] and store electronic information and to communicate among our locations around the world and with clients and suppliers.

A shutdown of, or inability to access, one or more of our facilities, a power [removed: outage] [added: outage,] or a failure of one or more of our information technology, [removed: telecommunications] [added: telecommunications,] or other systems could significantly impair our ability to perform such functions on a timely basis.

Our compliance, cyber and data privacy programs, cybersecurity [removed: technology] [added: technology,] and risk management cannot eliminate all system risk.

Cyberattacks, configuration or human [removed: error] [added: error, insider threat,] and/or other external hazards could result in the misappropriation of assets or sensitive information, corruption of [removed: data] [added: data,] or operational disruption.

We [removed: increasingly] rely on third-party data centers and cloud platforms, such as Amazon Web Services, Google Cloud Platform, and Microsoft Azure to host [added: certain] enterprise and customer systems.

Failure of our systems or those of our third-party service providers, may result in interruptions in our service and loss of data or processing capabilities, all of which may cause a loss in customers, refunds of product fees, [added: and/or] material harm to our reputation and operating results.

Global cybersecurity threats are rapidly evolving and becoming increasingly more sophisticated and attacks to networks, [removed: systems] [added: platforms, systems,] and endpoints can range from uncoordinated individual attempts to sophisticated and targeted measures known as advanced persistent threats, directed at the Company, its businesses, its [removed: customers] [added: customers,] and/or its third-party service providers, including, but not limited to, cloud providers and providers of network management services.

These may include such things as unauthorized access, phishing attacks, denial of service, [added: data exfiltration and extortion,] introduction of malware or [removed: ransomware] [added: ransomware,] and other disruptive problems caused by threat actors.

While we have [removed: experienced,] [added: experienced] and expect to continue to [removed: experience,] [added: experience] these types of threats and incidents, none of them to date have been material to the Company.

We seek to deploy measures to protect, detect, [removed: respond] [added: respond,] and recover from [removed: cyber] [added: cybersecurity] threats, including identity and access controls, [added: employee training,] data protection, vulnerability management, incident response, secure product development, continuous monitoring of our networks, [removed: endpoints] [added: platforms, endpoints,] and systems, and maintenance of [added: ransomware] resilient backup and recovery capabilities.

Despite these efforts, we can make no [removed: assurance] [added: assurances] that we will be able to mitigate, detect, prevent, timely and adequately respond, or fully recover from the negative effects of cyberattacks or other security compromises, and such cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, [removed: corruption] [added: corruption,] or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations.

The potential consequences of a material cybersecurity incident include financial loss, reputational damage, damage to our IT systems, data loss, litigation with third parties, theft of intellectual property, fines, [added: customer attrition,] diminution in the value of our investment in research and development, and increased cybersecurity [added: protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations.]

Product liability, insurance [removed: risks] [added: risks,] and increased insurance costs could harm our operating results.

Our business exposes us to product liability risks in the design, [removed: manufacture] [added: manufacture,] and distribution of our products.

We currently have product liability insurance; however, we may not be able to maintain our insurance at a reasonable cost or in [removed: sufficient] amounts [added: sufficient] to adequately protect us against losses.

We also maintain other insurance policies, including directors’ and officers’ liability insurance and [removed: cyber] [added: cybersecurity] insurance.

However, a successful product liability or other claim or series of claims brought against us could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and results of operations.

Our operating results could be adversely affected by a reduction [removed: of] [added: in] business with our large customers.

The loss or reduction of any significant contracts with any of these customers could reduce our [added: net] revenues and cash flows.

Our products compete primarily on the basis of product quality, performance, innovation, technology, price, applications expertise, system and service flexibility, distribution channel [removed: access] [added: access,] and established customer service capabilities.

To remain competitive, we must develop new products, respond to new [removed: technologies] [added: technologies,] and enhance our existing products in a timely manner.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $6,661.7] [added: $6,330.1] in total consolidated indebtedness.

In addition, we had approximately [removed: $3,482] [added: $3,133 of] undrawn availability under our [removed: senior] unsecured credit facility.

Our level of indebtedness and the debt servicing costs associated with that indebtedness could have [removed: important] [added: substantial] effects on our operations and business strategy.

If we are unable to service our indebtedness, our business, financial [removed: condition] [added: condition,] and results of operations would be materially adversely affected.

Our credit facility contains covenants requiring us to achieve certain financial and operating results and maintain compliance with [added: a] specified financial [removed: ratios.][added: ratio.]

[added: A breach of these covenants] or our inability to comply with the financial [removed: ratios, tests] [added: ratio, tests,] or other restrictions contained in our [added: credit] facility could result in an event of default under this facility.

charge to operating income.

In the event of a decrease in fair value, we could incur non-cash charges within non-operating income with a corresponding reduction in the balance of our equity investment.

See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment.

We use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We incorporate artificial intelligence (“AI”) solutions into some of our platforms, offerings, services, and features, and these applications may become more important in our operations over time.

Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, if our AI applications are based on data, algorithms, or other inputs that are flawed, or if they assist in producing content, analyses, or recommendations that are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected.

The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications.

Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.

AI also presents emerging ethical issues, and if our use of AI becomes controversial we may experience brand, reputational, or competitive harm, or legal liability.

The rapid evolution of AI, including the potential regulation of AI by government or other regulatory agencies, will require significant resources to develop, test, and maintain our platforms, offerings, services, and features in order to implement AI ethically and minimize any unintended, harmful impacts.

incurrences, equity issuances and expenses.

protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations.

A breach of these covenants

For example, we expect to continue to be impacted by supply chain challenges, including increased material costs, component shortages and transportation disruptions and delays, all of which could escalate in the future.

In addition,

- potentially negative consequences from the United Kingdom’s exit from the European Union.

Furthermore, governments in the United States, United Kingdom and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia.

Impacts related to the COVID-19 pandemic could have an adverse effect on our business, financial condition, results of operations and cash flows.

We continue to closely monitor the impact of the COVID-19 global pandemic on our business, including how it has and will impact our customers, employees, suppliers, vendors and business partners.

The COVID-19 global pandemic has created significant volatility, uncertainty and economic disruption, which may continue to affect our business operations and may materially and adversely affect our results of operations, cash flows and financial position.

The COVID-19 global pandemic has caused certain disruptions to our business and operations and could cause material disruptions to our business and operations in the future as a result of, among other things, quarantines, worker absenteeism as a result of illness or other factors, social distancing measures and other travel, health-related, business or other restrictions.

The effects of the pandemic have created and exacerbated challenges with the attraction and retention of talent.

The COVID-19 global pandemic has and may continue to adversely impact, our suppliers and customers.

As a result of the effects of the COVID-19 global pandemic our ability to obtain products or services from certain suppliers and to operate at certain locations have been and may continue to be impacted.

As a result, our business, financial condition and results of operations have been adversely impacted and could be materially adversely affected if the COVID-19 global pandemic continues or there are resurgences of COVID-19 and its variants.

The extent to which the coronavirus continues to impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, ongoing or additional outbreaks of the virus or its variants in the jurisdictions in which we operate, the duration and spread of any such outbreaks, its severity, and the actions to contain the virus and its variants whether through the distribution and administration of available vaccines, vaccine mandates or otherwise could have a material impact on our results of operations and heighten many of our known risks described below in this “Risk Factors” section.

In addition, the global COVID-19 pandemic has created heightened risk that third parties may be unable to perform their obligations or suffer financial distress due to the global economic impact of the pandemic and the regulatory measures that have been enacted by governments to contain the spread of the virus, however, we are unable predict the impact that COVID-19 will have on any of our customers, suppliers, vendors, and other business partners, and each of their financial conditions or their ability to perform their obligations.

We are and may in the future become subject to litigation regarding data or privacy incidents, as more fully described above in “*We rely on information and technology for many of our business operations which could fail and cause disruption to our business operations”.*

Roper [removed: Technologies] [added: Technologies, Inc. (“Roper,” the “Company,” “we,” “our,” or “us”)] is a diversified technology company.

We pursue consistent and sustainable growth in revenue, [removed: earnings] [added: earnings,] and cash flow by enabling continuous improvement in the operating performance of our existing businesses and by acquiring other businesses that offer high value-added software, services, technology-enabled products and solutions that we believe are capable of achieving growth and maintaining high margins.

Following the sale of the majority stake, the Company retained [removed: an initial 49%] [added: a] minority equity interest in [removed: the new standalone parent company, Indicor, LLC.][added: Indicor.]

During 2021, Roper entered into definitive agreements to divest our TransCore, [removed: Zetec] [added: Zetec,] and CIVCO Radiotherapy businesses (“2021 Divestitures”).

Information regarding discontinued operations is [removed: included] [added: described further] in Note 3 of the Notes to Consolidated Financial [removed: Statements.][added: Statements included in this Annual Report.]

[removed: Update to Segment Reporting Structure][added: Segment Reporting]

The Company’s [removed: new reporting] segment [added: reporting] structure is [removed: classified] based on business model and delivery of performance obligations.

–Application Software - Aderant, [removed: CBORD/Horizon, CliniSys,] [added: CBORD, Clinisys,] Data Innovations, Deltek, [removed: Frontline Education,] [added: Frontline,] IntelliTrans, PowerPlan, Strata, Vertafore

A discussion of our significant accounting policies can also be found in the Notes to Consolidated Financial Statements for the year ended December 31, [removed: 2022] [added: 2023] included in this Annual Report.

[removed: We] [added: Other than the changes as further described in Note 10 of our Notes to Consolidated Financial Statements with respect to the methodology used to value our equity investment in Indicor, we] have not changed the application of acceptable accounting methods or the significant estimates affecting the application of these principles in the last three years in a manner that had a material effect on our Consolidated Financial Statements.

The preparation of financial statements in accordance with GAAP requires the use of estimates, assumptions, [removed: judgments] [added: judgments,] and interpretations that can affect the reported amounts of assets, liabilities, revenues and expenses, the disclosure of contingent assets and [removed: liabilities] [added: liabilities,] and other supplemental disclosures.

If an accounting estimate changes, its effects are accounted for prospectively or through a cumulative [removed: catch up] [added: catch-up] adjustment.

Our most significant accounting uncertainties are encountered in the areas of income taxes, valuation of other intangible assets, goodwill and [added: other] indefinite-lived [added: intangibles] impairment analyses, and valuation of our [removed: initial 49%] equity interest in Indicor.

Income taxes can be affected by estimates of whether and within which jurisdictions future earnings will occur and if, [removed: how] [added: how,] and when cash is repatriated to the U.S., combined with other aspects of an overall income tax strategy.

If there is a material change in the actual effective tax rates, the time period within which the underlying temporary differences become taxable or deductible, or if the tax law changes are [removed: unfavorable] [added: unfavorable,] there could be a resulting increase to income tax expense and the effective tax rate.

During [removed: 2022,] [added: 2023,] our effective income tax rate was [removed: 23.1%,] [added: 21.5%] as compared to [removed: the 2021] [added: our 2022] rate of [removed: 22.0%.][added: 23.1%.]

The [added: 2023] rate was [removed: unfavorably] [added: favorably] impacted by the recognition of a net tax [added: benefit associated with international legal entity restructuring combined with the non-recurrence of 2022 net tax] expense associated with an internal restructuring plan [removed: associated with] [added: related to] the Indicor Transaction.

We expect the effective tax rate for [removed: 2023] [added: 2024] to be approximately 21% to 22%.

Under the qualitative assessment, we consider various qualitative factors, including macroeconomic conditions, relevant industry and market trends, cost factors, overall financial performance, other entity-specific [removed: events] [added: events,] and events affecting the reporting unit that could indicate a potential change in the fair value of our reporting unit or the composition of its carrying values.

The quantitative assessment utilizes an equal weighted income approach (discounted cash [removed: flows)] [added: flow)] and [added: a] market approach (consisting of a comparable [added: public] company earnings multiples methodology) to estimate the fair value of a reporting unit.

If the estimated fair value exceeds the carrying value, no [added: further work is required and no impairment loss is recognized.]

The assumptions that have the most significant effect on the fair value calculations are the projected revenue growth rates, future operating margins, discount rates, terminal [removed: values] [added: values,] and earnings multiples.

Negative industry or economic trends, disruptions to our business, actual results significantly below projections, unexpected significant changes or planned changes in the use of the assets, [removed: divestitures] [added: divestitures,] and market capitalization declines may have a negative effect on the fair value of our reporting units.

As of the annual impairment test, the Company has [removed: 21] [added: 22] reporting units with individual goodwill amounts ranging from $17.5 to [removed: $3,363.1.][added: $3,363.6.]

In [removed: 2022,] [added: 2023,] the Company performed its annual impairment test in the fourth quarter for all reporting units.

The Company determined that impairment of goodwill was not likely in any of its reporting units and thus was not required to perform a quantitative assessment for these reporting units as of October 1, [removed: 2022.][added: 2023.]

This methodology assumes that, in lieu of ownership, a [removed: third-party] [added: third party] would be willing to pay a royalty in order to exploit the related benefits of these assets.

The assumptions that have the most significant effect on the fair value calculations are the royalty rates, projected revenue growth rates, discount [removed: rates] [added: rates,] and terminal values.

Revenue growth rates are determined after considering current and future economic conditions, recent sales trends, discussions with customers, planned timing of new product [removed: launches] [added: launches,] or other variables.

The assumptions that have the most significant effect on the fair value calculations are the customer attrition rates, projected customer revenue growth rates, margins, contributory asset [removed: charges] [added: charges,] and discount rates.

[removed: The Company has an initial 49% minority] [added: This] equity interest [removed: in Indicor which] provides us with the ability to exercise significant influence, but not control, over the investee.

This investment is classified within Level 3 of the fair value hierarchy as valuation of the investment [removed: at future dates will reflect] [added: reflects] management’s estimate of assumptions that market participants would use in pricing the asset.

Any changes to the valuation estimates or [removed: assumptions] [added: assumptions,] as described further in Note 10 of the Notes to [removed: the] Consolidated Financial Statements [added: included in this Annual Report,] could produce significantly different results.

Results of [added: Continuing] Operations

All currency amounts are in millions unless specified, percentages are [removed: net] of [added: net] revenues

The following table sets forth selected information for the years [removed: indicated.][added: indicated:]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Application Software (1) | | | $ | [removed: 2,639.5] [added: 3,186.9] | | | | | $ | [removed: 2,366.7] [added: 2,639.5] | | | | | $ | [removed: 1,785.8] [added: 2,366.7] | |

| Network Software (2) | | | [removed: 1,378.5] [added: 1,439.4] | | | | | | [removed: 1,223.8] [added: 1,378.5] | | | | | | [removed: 1,069.4] [added: 1,223.8] | | |

| Technology Enabled Products | | | [removed: 1,353.8] [added: 1,551.5] | | | | | | [removed: 1,243.3] [added: 1,353.8] | | | | | | [removed: 1,167.2] [added: 1,243.3] | | |

This item generally discusses our 2023 results compared to our 2022 results.

Discussions of our 2022 results compared to our 2021 results can be found within Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.

This transaction is referred to herein as the “Indicor Transaction.” See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this minority equity interest.

Roper completed the 2021 Divestitures by the end of the first quarter of 2022.

The three reportable segments are as follows:

As of December 31, 2023 and 2022, the Company held a 47.3% and 49.0% minority equity interest in Indicor, respectively.

The fair value of our equity investment in Indicor is updated on a quarterly basis and its impact is reported as a component of “Equity investments activity, net” in our Consolidated Statement of Earnings.

| Impairment of intangible assets | | | — | | | | | | — | | | | | | (2.0) | | |

| Equity investments activity, net | | | 2.7 | | | | | | — | | | | | | — | | |

| Total Revenue Growth | | | 20.7 | | % | | | | 4.4 | | % | | | | 14.6 | | % | | | | | | | | | | 15.0 | | % |

| Acquisitions/Divestitures | | | 14.8 | | | | | | — | | | | | | — | | | | | | | | | | | | 7.3 | | |

Gross margin remained relatively consistent at 68.9% for the year ended December 31, 2023 as compared to 68.8% for the year ended December 31, 2022.

SG&A expenses as a percentage of net revenues decreased to 41.2% in the year ended December 31, 2023, as compared to 43.2% in the year ended December 31, 2022, due primarily to expense reductions resulting from cost structure rationalization at our businesses serving the freight match market and cost synergies resulting from an acquisition completed by our business serving the construction market.

Equity investments activity, net, was a gain of $165.4 for the year ended December 31, 2023 due primarily to $140.9 associated with the change in fair value of our equity investment in Indicor and $32.5 of dividend distributions received from Indicor, partially offset by the proportionate share of net loss associated with our investment in Certinia of $5.2 in accordance with the equity method of accounting.

Other expense, net, of $50.1 for the

Backlog increased 8.4% to $3,156.6 at December 31, 2023 as compared to $2,912.6 at December 31, 2022.

| | | | Backlog as of December 31, | | | | | | | | | | | | | | |

| Total | | | $ | 3,156.6 | | | | | $ | 2,912.6 | | | | | 8.4 | | % |

| | | | 2023 | | | | | | 2022 | | | | | | | | |

Verathon patent litigation matter.

At December 31, 2023, we had $6,000.0 of senior unsecured notes and $360.0 of outstanding borrowings under our unsecured credit facility.

Contractual Cash Obligations

| Total debt | | | $ | 6,360.2 | | | | | $ | 500.1 | | | | | $ | 1,000.1 | | | | | $ | 700.0 | | | | | $ | 1,060.0 | | | | | $ | 800.0 | | | | | $ | 2,300.0 | |

| Operating leases | | | 220.7 | | | | | | 47.9 | | | | | | 42.9 | | | | | | 35.1 | | | | | | 28.3 | | | | | | 21.9 | | | | | | 44.6 | | |

| Purchase obligations 2 | | | 688.4 | | | | | | 432.6 | | | | | | 143.0 | | | | | | 85.8 | | | | | | 10.4 | | | | | | 5.4 | | | | | | 11.2 | | |

| Total | | | $ | 7,944.3 | | | | | $ | 1,131.1 | | | | | $ | 1,324.7 | | | | | $ | 941.1 | | | | | $ | 1,192.3 | | | | | $ | 911.1 | | | | | $ | 2,444.0 | |

This transaction is referred to herein as the “Indicor Transaction.”

As of March 31, 2022, Roper had completed the 2021 Divestitures.

During the second quarter of 2022, we updated our reportable segment structure following the announcement of the Indicor Transaction.

The three updated reportable segments (and businesses within each; including changes due to acquisitions since the realignment) are as follows:

Following the Indicor Transaction and the realignment of our reportable segments, the day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged.

All prior periods have been recast to reflect the changes noted above.

further work is required and no impairment loss is recognized.

During the fourth quarter of 2021, the Company determined the use of the Sunquest trade name would be discontinued given the strategic action to merge the Sunquest business into our CliniSys business, both of which are reported in our Application Software reportable segment.

Considering the planned merger and updated market comparisons, the royalty rate utilized in the quantitative impairment assessment of the trade name was 0.5% as compared to a royalty rate of 3.5% used in the prior year.

The royalty rate reduction was the significant assumption that resulted in a non-cash impairment charge of $94.4 recognized as a component of “Impairment of intangible assets” within the Consolidated Statements of Earnings.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss from impairment | | | — | | | | | | (2.0) | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Application Software | | | | | | Network Software | | | | | | Technology Enabled Products | | | | | | | | | | | | Roper | | |

| Total Revenue Growth | | | 11.5 | | % | | | | 12.6 | | % | | | | 8.9 | | % | | | | | | | | | | 11.1 | | % |

| Less Impact of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquisitions/Divestitures | | | 5.3 | | | | | | 1.2 | | | | | | — | | | | | | | | | | | | 2.9 | | |

| Foreign Exchange | | | (1.3) | | | | | | (1.3) | | | | | | (0.9) | | | | | | | | | | | | (1.2) | | |

| Organic Revenue Growth | | | 7.5 | | % | | | | 12.7 | | % | | | | 9.8 | | % | | | | | | | | | | 9.4 | | % |

Gross margin decreased to 68.8% for the year ended December 31, 2022 as compared to 69.4% for the year ended December 31, 2021 due primarily to increased headcount to support growth, and a higher mix of SaaS and professional service revenue across a number of businesses.

Gross margin decreased to 56.9% in the year ended December 31, 2022, as compared to 59.2% in the year ended December 31, 2021, due primarily to higher material, component and freight costs as our businesses navigate the widespread global supply chain challenges.

SG&A expenses as a percentage of net revenues decreased to 23.8% in the year ended December 31, 2022, as compared to 25.7% in the year ended December 31, 2021 due primarily to improved operating leverage on higher organic sales.

Impairment of intangible assets was $94.4 for the year ended December 31, 2021, due to the strategic action to merge the Sunquest business into our CliniSys business resulting in impairment of the Sunquest trade name.

Other income, net of $24.6 for the year ended December 31, 2021, was composed primarily of a gain on sale of minority investment of $27.1.

Backlog increased 25.3% to $2,912.6 at December 31, 2022 as compared to $2,325.1 at December 31, 2021.

| Total | | | $ | 2,912.6 | | | | | $ | 2,325.1 | | | | | 25.3 | | % |

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Net revenues for the year ended December 31, 2021 were $4,833.8 as compared to $4,022.4 for the year ended December 31, 2020, an increase of 20.2%.

The components of revenue growth for the year ended December 31, 2021 were as follows:

| Total Revenue Growth | | | 32.5 | | % | | | | 14.4 | | % | | | | 6.5 | | % | | | | | | | | | | 20.2 | | % |

| Acquisitions/Divestitures | | | 23.2 | | | | | | 2.1 | | | | | | — | | | | | | | | | | | | 10.9 | | |

In our Application Software segment, net revenues for the year ended December 31, 2021 were $2,366.7 as compared to $1,785.8 for the year ended December 31, 2020.

The growth of 9.1% in organic revenues was broad-based across the segment led by our businesses serving the government contracting, acute healthcare and legal markets.

Gross margin increased to 69.4% for the year ended December 31, 2021 as compared to 68.4% for the year ended December 31, 2020 due primarily to the acquisition of Vertafore and operating leverage on higher organic revenues.

SG&A expenses as a percentage of revenues in the year ended December 31, 2021 increased to 42.7%, as compared to 42.2% in the year ended December 31, 2020, due primarily to higher amortization of acquired intangibles from the Vertafore and EPSi acquisitions, partially offset by operating leverage on higher organic revenues.

The resulting operating margin was 26.8% in the year ended December 31, 2021 as compared to 26.2% in the year ended December 31, 2020.

In our Network Software segment, net revenues were $1,223.8 for the year ended December 31, 2021 as compared to $1,069.4 for the year ended December 31, 2020.

The growth of 11.3% in organic revenues was broad-based across the segment led by our network software businesses serving the freight match, post-acute care and construction markets.

We are exposed to interest rate risks on our outstanding revolving credit [added: facility] borrowings, and to foreign currency exchange risks on our transactions [added: and balances] denominated in currencies other than the U.S. dollar.

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $6,700.0] [added: $6,000.0] of [removed: fixed rate] [added: fixed-rate] borrowings with interest rates ranging from 1.00% to 4.20%.

At December 31, [removed: 2022,] [added: 2023,] the prevailing market rates for each of our long-term notes was at least [removed: 0.7%] [added: 0.3%] but no more than 4.1% higher than the fixed rates on our debt instruments.

Our [added: unsecured] credit facility contains a $3,500.0 variable-rate revolver with [removed: no] [added: $360.0 of] outstanding borrowings at December 31, [removed: 2022.][added: 2023.]

Most of these transactions or balances are denominated in [removed: euros,] [added: British pounds,] Canadian [removed: dollars] [added: dollars,] or [removed: British pounds.][added: euros.]

Net revenues recognized by [added: our] companies whose functional currency [removed: was] [added: is] not the U.S. dollar were [added: approximately] 11% of our total [added: net] revenues in [removed: 2022] [added: 2023] and [removed: 89%] [added: approximately 90%] of these [added: net] revenues were recognized by [added: our] companies with a functional currency that [removed: was] [added: is] either the [removed: euro,] [added: British pound,] Canadian [removed: dollar] [added: dollar,] or [removed: British pound.][added: euro.]

If these currency exchange rates had been 10% different throughout [removed: 2022] [added: 2023] compared to currency exchange rates actually experienced, the impact on our net earnings would have been approximately 1%.

The stock price also influences the computation of potentially dilutive common stock [removed: to determine] [added: used in the determination of] diluted earnings per share.

We are exposed to equity price risk as it relates to the change in fair value of our equity investment in Indicor.

This equity investment is accounted for under the fair value option with its fair value updated on a quarterly basis and its impact reported as a component of “Equity investments activity, net” in our Consolidated Statement of Earnings.

A hypothetical 10% decrease in the fair value of our equity investment in Indicor based on the balance at December 31, 2023 would result in a non-cash charge within non-operating income of approximately $67.6.

See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment.

Roper Technologies, Inc. (“Roper,” the “Company,” “we,” [removed: “our”] [added: “our,”] or “us”) is a diversified technology company.

We pursue consistent and sustainable growth in revenue, [removed: earnings] [added: earnings,] and cash flow by enabling continuous improvement in the operating performance of our [removed: existing] businesses and by acquiring other businesses that offer high value-added software, services, technology-enabled [removed: products] [added: products,] and solutions that we believe are capable of achieving growth and maintaining high margins.

In the last three years, we have deployed approximately [removed: $10,500] [added: $6,550] of capital toward acquisitions, including approximately [removed: $3,750] [added: $1,380] in [removed: 2022] [added: 2023] for the acquisition of [removed: Frontline Education,] [added: Syntellis Performance Solutions,] a leading provider of Software-as-a-Service (“SaaS”) solutions for [removed: school administration] [added: healthcare, financial institution,] and [added: higher education providers and] approximately [removed: $5,400] [added: $3,750] in [removed: 2020] [added: 2022] for the acquisition of [removed: Vertafore, Inc.,] [added: Frontline,] a leading provider of SaaS solutions for [removed: the property and casualty insurance industry.][added: school administration.]

Additionally, we deployed approximately [removed: $1,400 towards] [added: $1,420 toward other acquisitions, primarily] bolt-on acquisitions to help build on the strategic position of several of our businesses.

Following the sale of the majority stake, the Company retained [removed: an initial 49%] [added: a] minority equity interest in [removed: the new standalone parent company, Indicor, LLC.][added: Indicor.]

During 2021, Roper entered into definitive agreements to divest our TransCore, [removed: Zetec] [added: Zetec,] and CIVCO Radiotherapy businesses (“2021 Divestitures”).

The aggregate of the 2021 Divestitures and [added: the] Indicor Transaction have greatly reduced the cyclicality and asset intensity of the Company.

Information regarding discontinued operations is [removed: included] [added: described further] in Note 3 of the Notes to Consolidated Financial [removed: Statements.][added: Statements included in this Annual Report.]

*Leadership with Technology and Products for Niche Markets* [removed: -] [added: –] We maintain a leading position in many of our markets.

*Diversified End Markets and Geographic Reach* [removed: -] [added: –] We have a global presence, with sales to customers outside [added: of] the United States [removed: (“U.S.”).][added: (“U.S.”) totaling $873.4 in 2023.]

The Company’s [removed: new reporting] segment [added: reporting] structure is [removed: classified] based on business model and delivery of performance obligations.

–Application Software - Aderant, [removed: CBORD/Horizon, CliniSys,] [added: CBORD, Clinisys,] Data Innovations, Deltek, [removed: Frontline Education,] [added: Frontline,] IntelliTrans, PowerPlan, Strata, Vertafore

Our Application Software segment had net revenues of [removed: $2,639.5] [added: $3,186.9] for the year ended December 31, [removed: 2022,] [added: 2023,] representing [removed: 49.1%] [added: 51.6%] of our total net revenues.

Below is a description of the products offered by [removed: business] [added: businesses] that comprise the Application Software [removed: segment.][added: segment:]

[removed: *Aderant -*] [added: *Aderant* –] comprehensive management software solutions for law and other professional services firms, including business development, calendar/docket matter management, time and [removed: billing] [added: billing,] and case management.

[removed: *CBORD/Horizon* -] [added: *CBORD* –] campus solutions software including access and cashless [removed: systems] [added: systems,] and food and nutrition service [removed: management] [added: management,] serving primarily higher education and healthcare markets along with software, services, and technologies for foodservice operations specializing in K-12.

[removed: *CliniSys* -] [added: *Clinisys* –] diagnostic and laboratory information management software solutions.

*Data Innovations* [removed: -] [added: –] software solutions that enable enterprise management of hospitals and independent laboratories.

*Deltek* [removed: -] [added: –] enterprise software and information solutions for government contractors, professional services [removed: firms] [added: firms,] and other project-based businesses.

[removed: *Frontline Education* -] [added: *Frontline* –] K-12 school administration software, connecting solutions for human capital management, student and special programs, and business [removed: operations] [added: operations,] with powerful analytics to empower educators.

*IntelliTrans* [removed: -] [added: –] transportation management software and services to bulk and break-bulk commodity producers.

*PowerPlan* [removed: -] [added: –] financial and compliance management software and solutions to large complex companies in asset-intensive industries.

*Strata* [removed: -] [added: –] cloud-based financial [removed: analytics and] [added: analytics,] performance management [removed: software that is] [added: software, and data solutions] used by healthcare [removed: providers] [added: providers, higher education, and financial institutions] for financial planning, decision [removed: support] [added: support,] and continuous cost improvement.

*Vertafore* [removed: -] [added: –] cloud-based software to the property and casualty insurance industry, including agency management, compliance, workflow, and data solutions.

Our Network Software segment had net revenues of [removed: $1,378.5] [added: $1,439.4] for the year ended December 31, [removed: 2022,] [added: 2023,] representing [removed: 25.7%] [added: 23.3%] of our total net revenues.

Below is a description of the products offered by [removed: business] [added: businesses] that comprise the Network Software [removed: segment.][added: segment:]

*ConstructConnect* [removed: -] [added: –] cloud-based data, [removed: collaboration] [added: collaboration,] and estimating automation software solutions to a network of pre-construction contractors.

*DAT* [removed: -] [added: –] electronic marketplaces that connect available capacity of trucking units with the available loads of freight throughout North America.

*Foundry* [removed: -] [added: –] software technologies used to deliver visual effects and 3D content for the entertainment and digital design industries.

*iPipeline* [removed: -] [added: –] cloud-based software solutions for the life insurance and financial services industries.

*iTradeNetwork* [removed: -] [added: –] electronic marketplaces and supply chain software that connect food suppliers, [removed: distributors] [added: distributors,] and vendors, primarily in the perishable food sector.

*Loadlink* [removed: -] [added: –] electronic marketplaces that connect available capacity of trucking units with the available loads of freight throughout Canada.

*MHA* [removed: -] [added: –] health care service and software solutions to alternate site health care markets.

*SHP* [removed: -] [added: –] data analytics and benchmarking information for the post-acute healthcare provider marketplace.

*SoftWriters* [removed: -] [added: –] software solutions to pharmacies that primarily serve the [removed: long term] [added: long-term] care marketplace.

Our Technology Enabled Products segment had net revenues of [removed: $1,353.8] [added: $1,551.5] for the year ended December 31, [removed: 2022,] [added: 2023,] representing [removed: 25.2%] [added: 25.1%] of our total net revenues.

Below is a description of the products offered by [removed: business] [added: businesses] that comprise the Technology Enabled Products [removed: segment.][added: segment:]

*CIVCO Medical Solutions* [removed: -] [added: –] accessories focused on guidance and infection control for ultrasound procedures.

*FMI* [removed: -] [added: –] dispensers and metering pumps which are utilized in a broad range of applications requiring precision fluid control.

*Inovonics* [removed: -] [added: –] high-performance wireless sensor [removed: network] [added: networks] and solutions for a variety of applications.

In January 2024, we announced that we reached a definitive agreement to acquire Procare Solutions, a leading provider of cloud-based software for the childcare market, for a purchase price of approximately $1,860.

The transaction is expected to close in the first quarter of 2024, subject to regulatory approval and customary closing conditions.

See Note 2 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information.

This transaction is referred to herein as the “Indicor Transaction.” As of December 31, 2023 and 2022, the Company held a 47.3% and 49.0% minority equity interest in Indicor, respectively.

See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this minority equity interest.

Roper completed the 2021 Divestitures by the end of the first quarter of 2022.

The three reportable segments are as follows:

As of December 31, 2023 and December 31, 2022, total remaining performance obligations were $4,612.6 and $4,214.0, respectively.

This transaction is referred to herein as the “Indicor Transaction.”

As of March 31, 2022, Roper had completed the 2021 Divestitures.

totaling $806.5 in 2022.

During the second quarter of 2022, we updated our reportable segment structure following the announcement of the Indicor Transaction.

The three updated reportable segments (and businesses within each; including changes due to acquisitions since the realignment) are as follows:

Following the Indicor Transaction and the realignment of our reportable segments, the day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged.

All prior periods have been recast to reflect the changes noted above.

Although supply shortages have not had a material adverse effect on our revenues, we may continue to be impacted by supply chain challenges including increased material costs, component shortages and transportation disruptions and delays.

As of December 31, 2022 and December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $4,214.0 and $3,539.1, respectively.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

For the transition period from [removed: ___] [added: _____] to [removed: ___][added: _____]

| Common Stock, $0.01 Par Value | | | | | | ROP | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the [removed: Securities Exchange Act of 1934.][added: Act.]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [removed: (§223.405)] [added: (§232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [removed: company (as defined in Rule 12b-2 of the Exchange Act).][added: company, or an emerging growth company.]

Indicate by check mark whether the registrant has filed a report on and attestation to its [removed: management's] [added: management’s] assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or [removed: issues] [added: issued] its audit report.

Based on the closing sale price on the New York Stock Exchange on June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $41.6] [added: $51.1] billion.

Number of shares [added: outstanding] of [added: the] registrant’s [removed: Common Stock outstanding] [added: common stock] as of February [removed: 17, 2023: 106,243,275.][added: 16, 2024: 107,022,333.]

Portions of the registrant’s Proxy Statement to be furnished to [removed: Stockholders] [added: stockholders] in connection with its [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10, 11, 12, [removed: 13] [added: 13,] and 14 of this Annual Report on Form 10-K.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

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| [Item [removed: 11.](#i91c331df7ef8450b9bc8aa779d5fdd4b_175)] [added: 11.](#ia5296e1b44a94a52b3cbaa715b55b86b_181)] | | | [Executive [removed: Compensation](#i91c331df7ef8450b9bc8aa779d5fdd4b_175)] [added: Compensation](#ia5296e1b44a94a52b3cbaa715b55b86b_181)] | | | [removed: [72](#i91c331df7ef8450b9bc8aa779d5fdd4b_175)] [added: [68](#ia5296e1b44a94a52b3cbaa715b55b86b_181)] | | |

| [Item [removed: 12.](#i91c331df7ef8450b9bc8aa779d5fdd4b_178)] [added: 12.](#ia5296e1b44a94a52b3cbaa715b55b86b_184)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i91c331df7ef8450b9bc8aa779d5fdd4b_178)] [added: Matters](#ia5296e1b44a94a52b3cbaa715b55b86b_184)] | | | [removed: [73](#i91c331df7ef8450b9bc8aa779d5fdd4b_178)] [added: [69](#ia5296e1b44a94a52b3cbaa715b55b86b_184)] | | |

| [Item [removed: 13.](#i91c331df7ef8450b9bc8aa779d5fdd4b_181)] [added: 13.](#ia5296e1b44a94a52b3cbaa715b55b86b_187)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i91c331df7ef8450b9bc8aa779d5fdd4b_181)] [added: Independence](#ia5296e1b44a94a52b3cbaa715b55b86b_187)] | | | [removed: [73](#i91c331df7ef8450b9bc8aa779d5fdd4b_181)] [added: [69](#ia5296e1b44a94a52b3cbaa715b55b86b_187)] | | |

| [Item [removed: 14.](#i91c331df7ef8450b9bc8aa779d5fdd4b_184)] [added: 14.](#ia5296e1b44a94a52b3cbaa715b55b86b_190)] | | | [Principal Accountant Fees and [removed: Services](#i91c331df7ef8450b9bc8aa779d5fdd4b_184)] [added: Services](#ia5296e1b44a94a52b3cbaa715b55b86b_190)] | | | [removed: [73](#i91c331df7ef8450b9bc8aa779d5fdd4b_184)] [added: [69](#ia5296e1b44a94a52b3cbaa715b55b86b_190)] | | |

| [Item [removed: 15.](#i91c331df7ef8450b9bc8aa779d5fdd4b_190)] [added: 15.](#ia5296e1b44a94a52b3cbaa715b55b86b_196)] | | | [removed: [Exhibits and] [added: [Exhibit](#ia5296e1b44a94a52b3cbaa715b55b86b_196) [and] Financial Statement [removed: Schedules](#i91c331df7ef8450b9bc8aa779d5fdd4b_190)] [added: Schedules](#ia5296e1b44a94a52b3cbaa715b55b86b_196)] | | | [removed: [74](#i91c331df7ef8450b9bc8aa779d5fdd4b_190)] [added: [70](#ia5296e1b44a94a52b3cbaa715b55b86b_196)] | | |

| [Item [removed: 16.](#i91c331df7ef8450b9bc8aa779d5fdd4b_193)] [added: 16.](#ia5296e1b44a94a52b3cbaa715b55b86b_199)] | | | [Form 10-K [removed: Summary](#i91c331df7ef8450b9bc8aa779d5fdd4b_193)] [added: Summary](#ia5296e1b44a94a52b3cbaa715b55b86b_199)] | | | [removed: [74](#i91c331df7ef8450b9bc8aa779d5fdd4b_193)] [added: [70](#ia5296e1b44a94a52b3cbaa715b55b86b_199)] | | |

In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the U.S. Securities and Exchange Commission (“SEC”) or in connection with oral statements made to the press, potential [removed: investors] [added: investors,] or others.

All statements that are not historical facts are “forward-looking statements.” Forward-looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” [removed: “believes” or “intends”] [added: “believes,” “intends,”] and similar words and phrases.

They involve risks and uncertainties that could cause actual results to differ materially from those contained [added: or implied] in any forward-looking statement.

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our operating plans, our expectations regarding our ability to generate cash and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future [removed: growth] [added: growth,] and our expectations regarding growth through acquisitions.

Important assumptions relating to the forward-looking statements include, among others, demand for our products, the cost, [removed: timing] [added: timing,] and success of product upgrades and new product introductions, raw material costs, expected pricing levels, expected outcomes of pending litigation, competitive [removed: conditions] [added: conditions,] and general economic conditions.

- product [removed: liability] [added: liability, litigation,] and insurance risks;

\---------------------------

or

\------------------

\------------------

6496 University Parkway

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\--------------------

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| | | | | | | Page | | |

| [PART I](#ia5296e1b44a94a52b3cbaa715b55b86b_13) | | | | | | | | |

| [Item 1](#ia5296e1b44a94a52b3cbaa715b55b86b_549755815581)[C](#ia5296e1b44a94a52b3cbaa715b55b86b_549755815581)[.](#ia5296e1b44a94a52b3cbaa715b55b86b_549755815581) | | | [Cybersecurity](#ia5296e1b44a94a52b3cbaa715b55b86b_549755815581) | | | [16](#ia5296e1b44a94a52b3cbaa715b55b86b_549755815581) | | |

| [PART II](#ia5296e1b44a94a52b3cbaa715b55b86b_40) | | | | | | | | |

| [PART III](#ia5296e1b44a94a52b3cbaa715b55b86b_175) | | | | | | | | |

| [PART IV](#ia5296e1b44a94a52b3cbaa715b55b86b_193) | | | | | | | | |

| | | | [Signatures](#ia5296e1b44a94a52b3cbaa715b55b86b_202) | | | [71](#ia5296e1b44a94a52b3cbaa715b55b86b_202) | | |

- risks associated with the use of artificial intelligence;

\--------------------------

\----------------

6901 Professional Parkway, Suite 200

| [PART I](#i91c331df7ef8450b9bc8aa779d5fdd4b_13) | | | | | | Page | | |

| [PART II](#i91c331df7ef8450b9bc8aa779d5fdd4b_40) | | | | | | | | |

| [PART III](#i91c331df7ef8450b9bc8aa779d5fdd4b_169) | | | | | | | | |

| [PART IV](#i91c331df7ef8450b9bc8aa779d5fdd4b_187) | | | | | | | | |

| | | | [Signatures](#i91c331df7ef8450b9bc8aa779d5fdd4b_196) | | | [75](#i91c331df7ef8450b9bc8aa779d5fdd4b_196) | | |

Such risks and uncertainties include any ongoing impacts of the COVID-19 pandemic on our business, operations, financial results and liquidity, which will depend on numerous evolving factors which we cannot accurately predict or assess.

None.

None

Roper’s Cybersecurity Program

Roper maintains a global Cybersecurity Program that outlines required cybersecurity controls for all Roper businesses.

Given the decentralized nature of Roper’s operating model, day-to-day management and implementation of the Cybersecurity Program and deployment of the program’s cybersecurity controls are managed locally by each of Roper’s 27 business units.

In addition, because Roper’s businesses generally operate independently and maintain separate infrastructure and systems, the risk of an enterprise-wide cybersecurity incident is somewhat reduced.

While cybersecurity technologies and implementation may differ based on the needs and risk profile of each individual business, Roper has also implemented cyber tools and managed services to centrally monitor certain aspects of the Cybersecurity Program.

The Cybersecurity Program is supervised by Roper’s Vice President of Cybersecurity, who has related experience including cybersecurity, IT, Cloud, and Security Compliance.

The Vice President of Cybersecurity has obtained a B.S. in Management Information Systems, a Master’s in Business Administration, and a Master’s in Management Information Systems.

She also maintains the following industry cybersecurity certifications: CISA, CISSP, GSEC, GCED, GSA, and a Boardroom Certified Qualified Technology Expert (QTE).

Roper deploys cybersecurity practices and tools across all of its businesses to protect data, maintain resilient operations, and limit the impact of cybercrime.

We deploy a Managed Detection and Response (“MDR”) solution across all of our business units and our Corporate infrastructure designed to address the detection, response, and remediation effectiveness of cybersecurity threats.

This solution is intended to provide real-time visibility of the endpoint footprint across the enterprise, including patch management and vulnerabilities, device encryption, and cybersecurity threats and detections.

The Cybersecurity Program includes controls designed to identify and perform diligence on third parties as they are leveraged by Roper’s businesses in their respective software code development processes or for other purposes that require third-party access to critical infrastructure.

The controls include, as appropriate, regularly assessing management of access controls and the cybersecurity risks posed by third parties.

Roper performs cybersecurity risk assessments to assess compliance with mandated cybersecurity controls and to assess the likelihood and impact of specific cyberattacks.

Cybersecurity risk assessments are periodically performed to assess the internal compliance with cybersecurity strategy and implementation of cybersecurity controls.

Areas identified for enhancement and improvement are monitored and tracked to remediation by the Roper Cyber team, including the Vice President of Cybersecurity.

We maintain a centralized incident response process with a forensic partner on retainer.

In addition, we have cybersecurity insurance policies in place.

Roper maintains a Cybersecurity Incident Response Plan (“CSIRP”), which requires each Roper business to designate a Cybersecurity Incident Response Team (“CSIRT”) that is responsible for receiving, reviewing, and responding to cybersecurity incident reports and activities.

Cybersecurity incidents are required to be promptly reported to Roper, and such incidents and their resolution are then closely monitored by Roper’s cybersecurity team.

We work on security awareness with our employees throughout the year with cybersecurity training and simulated phishing campaigns to better identify and report unusual behavior and to mitigate the likelihood and impact of possible incidents.

Cybersecurity Governance

Our Board of Directors (the “Board”) has not delegated responsibility for cybersecurity matters to a committee.

Rather, the Board believes that due to the importance and continually evolving nature of cybersecurity threats, all members of the Board should participate in the oversight of these topics.

As a result, management briefs the Board on cybersecurity matters during regularly scheduled Board meetings.

Roper’s Vice President of Audit Services also periodically briefs the Audit Committee on cybersecurity matters and related risks, as needed.

Roper has also established a Cyber Disclosure Committee chaired by the Vice President of Cybersecurity to track and evaluate cybersecurity incidents and to assess their potential impact on the organization.

This process builds upon the CSIRP and provides a framework for Roper management to monitor potentially material cyber incidents.

The Cyber Disclosure Committee reports its activities and findings, as appropriate, to the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and General Counsel, and, if appropriate, to the Board of Directors.

To date, management has not identified risks from cybersecurity incidents, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect Roper, including its business strategy,

results of operations, or financial condition.

See “Item 1A.

Risk Factors, We rely on information and technology, including third-party cloud computing platforms, for many of our business operations which could fail and cause disruption to our business operations.” above for more information.

While we work to maintain our Cybersecurity Program, there can be no assurance that such actions will be sufficient to prevent cybersecurity incidents or mitigate all potential risks to such systems, networks, and data or those of our third-party providers.

Our corporate offices, consisting of [removed: 29,000] [added: 42,000] square feet of leased space, are located at [removed: 6901 Professional] [added: 6496 University] Parkway, Sarasota, Florida.

As of December 31, 2023, we leased facilities throughout the United States and in various locations internationally including North America, Europe, and Asia-Pacific.

Additionally, we owned two properties in the United States.

As of December 31, 2022, we owned approximately 0.3 million square feet, and leased approximately 2.8 million square feet.

Of the total 3.1 million square feet, 76% is concentrated in the United States.

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of February [removed: 27, 2023] [added: 22, 2024] is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

Neil Hunn*, [removed: 50,] [added: 51,] has served as President and Chief Executive Officer since August 2018.

Prior to joining Roper, Mr. Hunn served 10 years as Executive Vice President and Chief Financial Officer at MedAssets, [added: Inc.,] an Atlanta-based SaaS company, and as President of its revenue cycle technology businesses.

Conley*, [removed: 47,] [added: 48,] has served as Executive Vice President and Chief Financial Officer since February 2023.

Prior [removed: thereto] [added: thereto,] he served as Vice President and Chief Accounting Officer from 2021 to February 2023 and as Vice President and Controller from 2017 to 2021.

He previously served as the Chief Financial Officer at Managed [removed: Healthcare] [added: Health Care] Associates, a Roper subsidiary, from 2013 to 2017.

Before [added: joining] Roper, Mr. Conley served in various finance and accounting leadership roles at Honeywell International and Deloitte.

Stipancich*, [removed: 54,] [added: 55,] has served as Executive Vice President, General Counsel and Corporate Secretary since 2018 and as Vice President, General Counsel and Corporate Secretary from 2016 to 2018.

Prior to joining Roper, Mr. Stipancich was with Newell [removed: Brands,] [added: Brands] Inc., a consumer products company, from 2004 to [added: May of] 2016.

Prior thereto, he served in a number of leadership roles at Newell Brands including General Counsel and Corporate Secretary, and Executive Leader of its operations in Europe, the Middle [removed: East] [added: East,] and Africa.

He started his legal career in the Cleveland office of the international law firm [removed: of] Squire Patton Boggs.

Not applicable.

Mr. Hunn also serves as a director of Deere & Company.

Not Applicable

[added: Our common stock trades on the Nasdaq under the symbol “ROP.”] Based on information available to us and our transfer agent, there were approximately [removed: 202] [added: 213] record holders of our common stock as of February [removed: 17, 2023.][added: 16, 2024.]

[removed: Dividends –] [added: Dividends –] We have declared a cash dividend in each quarter since our February 1992 initial public offering and we have annually increased our dividend rate since our initial public offering.

In November [removed: 2022,] [added: 2023,] our Board of Directors increased the quarterly dividend paid January 23, [removed: 2023] [added: 2024] to [removed: $0.6825] [added: $0.75] per share from [removed: $0.62] [added: $0.6825] per share, an increase of 10%.

This is the [removed: thirtieth] [added: thirty-first] consecutive year in which the Company has increased its dividend.

The timing, [removed: declaration] [added: declaration,] and payment of future dividends will be at the sole discretion of our Board of Directors and will depend upon our profitability, cash flows, financial condition, capital needs, future [removed: prospects] [added: prospects,] and other factors deemed relevant by our Board of Directors.

Performance [removed: Graph -] [added: Graph –] This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or under the Exchange Act.

The following graph compares, for the five year period ended December 31, [removed: 2022,] [added: 2023,] the cumulative total stockholder return for our common stock, the [removed: S&P 500, the S&P] [added: Standard & Poor’s] 500 [removed: Industrials,] [added: Stock Index (the “S&P 500”),] and the [removed: S&P] [added: Standard & Poor’s] 500 [removed: IT indices.][added: Information Technology Index (the “S&P 500 IT”).]

Measurement points are the last trading day of each of our fiscal years ended December 31, [removed: 2017,] 2018, 2019, 2020, [removed: 2021] [added: 2021, 2022,] and [removed: 2022.][added: 2023.]

The graph assumes that $100.00 was invested on December 31, [removed: 2017] [added: 2018] in our common stock, the S&P 500, [removed: the S&P 500 Industrials,] and the S&P 500 IT and assumes [added: the] reinvestment of any dividends.

| | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | |

[removed: ][added: ]

| Roper Technologies, Inc. | | | $ | 100.00 | | | | | $ | 133.66 | | | | | $ | 163.59 | | | | | $ | 187.60 | | | | | $ | 165.76 | | | | | $ | 210.38 | |

| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P 500 IT | | | 100.00 | | | | | | 150.29 | | | | | | 216.25 | | | | | | 290.92 | | | | | | 208.90 | | | | | | 329.73 | | |

Our common stock trades on the NYSE under the symbol “ROP”.

Roper has historically compared the cumulative total return on its common stock with that of the Standard & Poor’s 500 Stock Index (the “S&P 500”) and the Standard and Poor’s 500 Industrials Index (the “S&P 500 Industrials”).

As a result of the divestiture activity in 2022 and 2021, the Company will use the S&P 500 Information Technology Index (the “S&P 500 IT”) in place of the S&P 500 Industrials on a go-forward basis to better reflect more relevant comparisons of our software and technology focused portfolio.

The performance graph below presents the indices used in the prior year and the newly selected index.

| Roper Technologies, Inc. | | | $ | 100.00 | | | | | $ | 103.52 | | | | | $ | 138.36 | | | | | $ | 169.34 | | | | | $ | 194.20 | | | | | $ | 171.59 | |

| S&P 500 | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| S&P 500 Industrials | | | 100.00 | | | | | | 86.71 | | | | | | 112.17 | | | | | | 124.59 | | | | | | 150.89 | | | | | | 142.63 | | |

| S&P 500 IT | | | 100.00 | | | | | | 99.71 | | | | | | 149.86 | | | | | | 215.63 | | | | | | 290.08 | | | | | | 208.30 | | |

| | | | [removed: Page] [added: Page] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i91c331df7ef8450b9bc8aa779d5fdd4b_67)] [added: Firm](#ia5296e1b44a94a52b3cbaa715b55b86b_67)] (PricewaterhouseCoopers LLP, PCAOB ID 238) | | | [removed: [32](#i91c331df7ef8450b9bc8aa779d5fdd4b_67)] [added: [31](#ia5296e1b44a94a52b3cbaa715b55b86b_67)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022 and 2021](#i91c331df7ef8450b9bc8aa779d5fdd4b_70)] [added: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_70)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_70) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_70)[2](#ia5296e1b44a94a52b3cbaa715b55b86b_70)] | | | [removed: [35](#i91c331df7ef8450b9bc8aa779d5fdd4b_70)] [added: [33](#ia5296e1b44a94a52b3cbaa715b55b86b_70)] | | |

| [Consolidated Statements of Earnings for the Years ended December 31, [removed: 2022, 2021 and 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_73)] [added: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_73) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_73)] | | | [removed: [36](#i91c331df7ef8450b9bc8aa779d5fdd4b_73)] [added: [34](#ia5296e1b44a94a52b3cbaa715b55b86b_73)] | | |

| [Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2022, 2021 and 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_76)] [added: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_76) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_76)] | | | [removed: [37](#i91c331df7ef8450b9bc8aa779d5fdd4b_76)] [added: [35](#ia5296e1b44a94a52b3cbaa715b55b86b_76)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years ended December 31, [removed: 2022, 2021 and 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_79)] [added: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_79) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_79)] | | | [removed: [38](#i91c331df7ef8450b9bc8aa779d5fdd4b_79)] [added: [36](#ia5296e1b44a94a52b3cbaa715b55b86b_79)] | | |

| [Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2022, 2021 and 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_82)] [added: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_82) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_82)] | | | [removed: [39](#i91c331df7ef8450b9bc8aa779d5fdd4b_82)] [added: [37](#ia5296e1b44a94a52b3cbaa715b55b86b_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i91c331df7ef8450b9bc8aa779d5fdd4b_85)] [added: Statements](#ia5296e1b44a94a52b3cbaa715b55b86b_85)] | | | [removed: [40](#i91c331df7ef8450b9bc8aa779d5fdd4b_85)] [added: [38](#ia5296e1b44a94a52b3cbaa715b55b86b_85)] | | |

We have audited the accompanying consolidated balance sheets of Roper Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of earnings, of comprehensive income, of stockholders’ equity, and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: seven] [added: four] entities from its assessment of internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] because they were acquired by the Company in purchase business combinations during [removed: 2022.][added: 2023.]

We have also excluded these [removed: seven] [added: four] entities from our audit of internal control over financial reporting.

These entities, each of which is wholly-owned, comprised, in the aggregate, total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting of [removed: approximately] [added: less than] 1% and approximately [removed: 2%, respectively,] [added: 2%] of [removed: the related] consolidated [removed: financial statement amounts] [added: total assets and consolidated total revenues, respectively,] as of and for the year ended December 31, [removed: 2022.][added: 2023.]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [added: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

*Acquisition of [removed: Frontline Technologies] [added: Syntellis] Parent, LLC – Valuation of Amortizable Customer Relationships*

As described in Notes 1 and 2 to the consolidated financial statements, the Company acquired [removed: Frontline Technologies] [added: the outstanding membership interests of Syntellis] Parent, [removed: LLC] [added: LLC, the parent company of Syntellis Performance Solutions, LLC,] on [removed: October 4, 2022,] [added: August 7, 2023,] for a purchase price of [removed: $3,738] [added: $1,381] million.

The acquired amortizable intangible assets include customer relationships of [removed: $1,757] [added: $529] million.

The assumptions that have the most significant effect on the fair value calculations are the customer attrition rates, projected customer revenue growth rates, margins, contributory asset [removed: charges] [added: charges,] and discount rates.

The principal considerations for our determination that performing procedures relating to the valuation of amortizable customer relationships in connection with the acquisition of [removed: Frontline Technologies] [added: Syntellis] Parent, LLC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the amortizable customer relationships; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the customer attrition rate, projected customer revenue growth rates, margins, contributory asset charges, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

[removed: The] [added: This initial] valuation [removed: is] [added: was] based on the implied equity value associated with the sale price of the 51% equity interest in Indicor to CD&R for approximately [removed: $829 million,] [added: $829,] inclusive of the Unit Adjustment received by [removed: CD&R.][added: CD&R as discussed below.]

[removed: /s/] [added: /s/] PricewaterhouseCoopers LLP

ROPER TECHNOLOGIES, INC. [removed: AND SUBSIDIARIES]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 792.8] [added: 214.3] | | | | | $ | [removed: 351.5] [added: 792.8] | |

| Accounts receivable, net | | | [removed: 724.5] [added: 829.9] | | | | | | [removed: 687.6] [added: 724.5] | | |

| Inventories, net | | | [removed: 111.3] [added: 118.6] | | | | | | [removed: 69.2] [added: 111.3] | | |

| Income taxes receivable | | | [removed: 61.0] [added: 47.7] | | | | | | [removed: 16.8] [added: 61.0] | | |

| Unbilled receivables | | | [removed: 91.5] [added: 106.4] | | | | | | [removed: 81.9] [added: 91.5] | | |

| Other current assets | | | [removed: 151.3] [added: 164.5] | | | | | | [removed: 136.1] [added: 151.3] | | |

| Total current assets | | | [removed: 1,932.4] [added: 1,481.4] | | | | | | [removed: 2,421.1] [added: 1,932.4] | | |

| Property, plant and equipment, net | | | [removed: 85.3] [added: 119.6] | | | | | | [removed: 82.7] [added: 85.3] | | |

| Goodwill | | | [removed: 15,946.1] [added: 17,118.8] | | | | | | [removed: 13,476.3] [added: 15,946.1] | | |

| Other intangible assets, net | | | [removed: 8,030.7] [added: 8,212.1] | | | | | | [removed: 6,509.1] [added: 8,030.7] | | |

| Deferred taxes | | | [removed: 55.9] [added: 32.2] | | | | | | [removed: 50.0] [added: 55.9] | | |

| Equity [removed: investment] [added: investments] | | | [removed: 535.0] [added: 795.7] | | | | | | [removed: —] [added: 535.0] | | |

| Other assets | | | [removed: 395.4] [added: 407.7] | | | | | | [removed: 369.8] [added: 395.4] | | |

February 22, 2024

| | | | 2023 | | | | | | 2022 | | |

ROPER TECHNOLOGIES, INC.

| Equity investments activity, net | | | 165.4 | | | | | | — | | | | | | — | | |

ROPER TECHNOLOGIES, INC.

| Net earnings | | | $ | 1,384.2 | | | | | $ | 4,544.7 | | | | | $ | 1,152.6 | |

ROPER TECHNOLOGIES, INC.

| Treasury stock sold | | | — | | | | | | — | | | | | | 15.1 | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | 15.5 | | |

| Balances at December 31, 2023 | | | 106.9 | | | | | | $ | 1.1 | | | | | $ | 2,767.0 | | | | | $ | 14,816.3 | | | | | $ | (122.8) | | | | | $ | (16.8) | | | | | $ | 17,444.8 | |

ROPER TECHNOLOGIES, INC.

| Equity investments activity, net | | | (165.4) | | | | | | — | | | | | | — | | |

| Distributions from equity investment | | | 32.5 | | | | | | — | | | | | | — | | |

ROPER TECHNOLOGIES, INC.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

ROPER TECHNOLOGIES, INC.

Roper completed the 2021 Divestitures by the end of the first quarter of 2022.

*Recently Released Accounting Pronouncements*

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (ASU 2023-07), which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the potential impact of adopting this new guidance on its Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (ASU 2023-09), which expands income tax disclosure requirements, including disaggregation of rate reconciliation table categories, disaggregation of earnings before income taxes and income tax expense information, and disaggregation of income taxes paid information, among other changes.

This guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the potential impact of adopting this new guidance on its Consolidated Financial Statements and related disclosures.

See Note 13 for additional information.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Equity Investments – As of December 31, 2023 and 2022, the Company held a 47.3% and 49.0% minority equity interest in Indicor, respectively.

The fair value of our equity investment in Indicor is updated on a quarterly basis and its impact is reported as a component of “Equity investments activity, net” in our Consolidated Statement of Earnings.

In 2023, the Company acquired an 18.2% limited partnership minority interest in CI Ultimate Holdings, L.P., the parent entity of Certinia Inc., which provides us with the ability to exercise significant influence, but not control, over the investee.

This equity investment is accounted for under the equity method of accounting whereby our proportionate share of earnings or loss associated with the investment is reported as a component of “Equity investments activity, net” in our Consolidated Statement of Earnings with a corresponding change in the balance of our equity investment.

Our proportionate share of loss associated with our investment in Certinia was $5.2 for the year ended December 31, 2023.

The balance of our equity investment in Certinia, reported as a component of “Equity investments” in our Consolidated Balance Sheet, was $119.8 as of December 31, 2023.

Revenue growth rates are determined after considering current and future economic

The assumptions that have the most significant effect on the fair value calculations are the customer attrition rates, projected customer revenue growth rates, margins, contributory asset charges, and discount rates.

Leasehold improvements are depreciated over the shorter of the remaining lease term or the useful life of the asset.

| Recurring | | | | | | $ | 2,454.3 | | | | | $ | 1,039.5 | | | | | $ | 17.3 | | | | | $ | 3,511.1 | |

| Reoccurring | | | | | | 137.8 | | | | | | 263.4 | | | | | | — | | | | | | 401.2 | | |

| Non-recurring | | | | | | 594.8 | | | | | | 136.5 | | | | | | 1.5 | | | | | | 732.8 | | |

| Total Software Revenue | | | | | | 3,186.9 | | | | | | 1,439.4 | | | | | | 18.8 | | | | | | 4,645.1 | | |

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

*Equity Investment in Indicor – Initial Fair Value Estimate*

As described in Notes 3 and 10 to the consolidated financial statements, on November 22, 2022, the Company completed the divestiture of a majority 51% stake in Indicor to Clayton, Dubilier & Rice, LLC (“CD&R”) and retained an initial 49% minority equity interest which was valued at $535 million as of the transaction close date.

The Company’s equity interest is comprised of an equity value for the initial 49% retained ownership of approximately $650 million, partially offset by approximately $115 million of anticipated dilution associated with the Company’s requirement to make quarterly payments (“Unit Adjustment”) to CD&R, either (i) in cash or (ii) in-kind through the transfer of the Company’s equity interests in Indicor to CD&R.

The fair value of the investment reflects management’s estimate of assumptions that market participants would use in pricing the equity interest, which requires significant judgments to be made by management.

As disclosed by management, the Company intends to make these quarterly payments in-kind and valued the Unit Adjustment at approximately $115 million based on an expected investment horizon of 5 years.

In the

event of a sale of Indicor, CD&R would be entitled to a liquidation preference equal to its initial investment of approximately $829 million, plus any Unit Adjustment paid in kind.

Management’s valuation assumes the expected exit of the Indicor investment is an initial public offering which is not subject to the liquidation preference.

The principal considerations for our determination that performing procedures relating to the initial fair value estimate of the equity investment in Indicor is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the equity investment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s valuation method and significant assumptions related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s initial fair value estimate of the equity investment in Indicor, including controls over management’s valuation method and development of the significant assumptions used by management related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment.

These procedures also included, among others (i) reading the legal agreements related to the divestiture transaction and confirming certain information with Indicor; (ii) testing management’s process for developing the fair value estimate of the equity investment in Indicor; (iii) evaluating the appropriateness of the valuation method; (iv) testing the completeness and accuracy of the underlying data used by management; and (v) evaluating the reasonableness of the significant assumptions used by management related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment.

Evaluating management’s significant assumptions related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment involved evaluating whether the assumptions used by management were reasonable considering, as applicable, (i) the third-party sale price of the 51% equity interest in Indicor; (ii) the contractual terms of the legal agreements related to the divestiture transaction; (iii) management’s ability and intent to carry out specific courses of action; (iv) the consistency with external industry and market data; and (v) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation method and (ii) the reasonableness of the significant assumption related to the implied equity value of Indicor.

February 27, 2023

| | | | | | | | | | | | |

| Current assets held for sale | | | — | | | | | | 1,078.0 | | |

| Assets held for sale | | | — | | | | | | 804.9 | | |

| Current liabilities held for sale | | | — | | | | | | 340.1 | | |

| Liabilities held for sale | | | — | | | | | | 49.4 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances at December 31, 2019 | | | 104.1 | | | | | | $ | 1.1 | | | | | $ | 1,903.9 | | | | | $ | 7,818.0 | | | | | $ | (212.8) | | | | | $ | (18.3) | | | | | $ | 9,491.9 | |

| Adoption of ASC 326 | | | — | | | | | | — | | | | | | — | | | | | | (1.7) | | | | | | — | | | | | | — | | | | | | (1.7) | | |

| Treasury stock sold | | | — | | | | | | — | | | | | | 10.2 | | | | | | — | | | | | | — | | | | | | 0.3 | | | | | | 10.5 | | |

| | | | | | | | | | | | | | | | | | | | | |

| Proceeds used in disposal of businesses | | | — | | | | | | — | | | | | | (4.5) | | | | | |

| Proceeds from senior notes | | | — | | | | | | — | | | | | | 3,300.0 | | | | | |

As of March 31, 2022, Roper had completed the 2021 Divestitures.

Update to Segment Reporting Structure \- During the second quarter of 2022, we updated our reportable segment structure following the announcement of the Indicor Transaction.

The three updated reportable segments (and businesses within each; including changes due to acquisitions since the realignment) are as follows:

–Network Software - ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters

–Technology Enabled Products - CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon

Following the Indicor Transaction and the realignment of our reportable segments, the day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged.

All prior periods have been recast to reflect the changes noted above.

The Company adopted ASC Topic 326, Financial Instruments - Credit Losses (“ASC 326”), as of January 1, 2020 using the modified retrospective transition method.

We recorded a noncash cumulative effect decrease to retained earnings of $1.7, net of income taxes, on our opening consolidated balance sheet as of January 1, 2020.

Roper had no cash equivalents at December 31, 2021.

Subsequent changes in fair value will be recognized as a discrete non-operating line item in the Consolidated Statements of Operations beginning in the first quarter of 2023.

circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount.

None.

None

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in *Internal [removed: Control-Integrated] [added: Control—Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

Our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Our management excluded the [removed: seven] [added: four] acquisitions completed during [removed: 2022] [added: 2023] from its assessment of internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

These acquisitions are wholly-owned subsidiaries whose total assets (excluding goodwill and other identifiable intangibles, which are included within the scope of the assessment) represent [removed: approximately] [added: less than] 1%, and whose aggregate total revenues represent approximately 2%, of the related Consolidated Financial Statement amounts as of and for the year ended December 31, [removed: 2022.][added: 2023.]

Based on this evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]

Disclosure controls and procedures are our controls and other procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, [removed: summarized] [added: summarized,] and reported, within the time periods specified in the SEC’s rules and forms.

There was no change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

None

Except as otherwise indicated, the following information required by the Instructions to Form 10-K is incorporated herein by reference from the sections of the Roper Proxy Statement for the annual meeting of shareholders [removed: (“2023] [added: (“2024] Proxy Statement”), which we anticipate filing with the SEC within 120 days after the end of the fiscal year to which this report relates, as specified below:

None.

None

The information about our directors required by this *Item 10 - Directors, Executive Officers and Corporate Governance* is contained [added: in the 2024 Proxy Statement] under the caption “Proposal [removed: 1 -] [added: 1:] Election of [removed: Directors” is contained in the 2023 Proxy Statement.][added: Directors.”]

Information regarding our audit committee is contained in the [removed: 2023] [added: 2024] Proxy Statement under the captions “Corporate Governance” and “Board Committees and Meetings.”

Roper has a code of ethics for directors, officers (including the Company’s principal executive officer, principal financial [removed: officer] [added: officer,] and principal accounting [removed: officer)] [added: officer),] and employees.

The Code of Ethics is available on the Company’s website at [removed: https://www.ropertech.com/code-of-ethics.][added: www.ropertech.com/code-of-ethics.]

The Company posts any amendments to [added: its Code of Ethics] or waivers of its Code of Ethics (to the extent applicable to the Company’s [removed: directors or] [added: directors,] executive [added: officers, or senior financial] officers) at the same location on the Company’s website.

In addition, copies of the Code of Ethics may be obtained in print without charge upon written request by any stockholder to the Company’s Corporate Secretary at [removed: 6901 Professional] [added: 6496 University] Parkway, [removed: Suite 200,] Sarasota, Florida 34240.

The information required by this *Item 11 - Executive Compensation* is contained in the [removed: 2023] [added: 2024] Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”

Other than as set forth below, the information required by this *Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* and not otherwise set forth below is contained in the [removed: 2023] [added: 2024] Proxy Statement under the caption “Beneficial Ownership.”

The following table provides information as of December 31, [removed: 2022] [added: 2023] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for [removed: issuance.][added: issuance:]

| Restricted stock awards (2) | | | [removed: 0.445] [added: 0.440] | | | | | | — | | | | | | | | |

(1)Consists of the Amended and Restated 2006 Incentive Plan, the 2016 Incentive [removed: Plan] [added: Plan, as amended,] and the 2021 Incentive Plan.

| Stock options | | | 2.688 | | | | | | $ | 340.89 | | | | | | | |

| Subtotal | | | 3.128 | | | | | | | | | | | | 7.499 | | |

| Total | | | 3.128 | | | | | | $ | — | | | | | 7.499 | | |

| Stock options | | | 2.985 | | | | | | $ | 312.34 | | | | | | | |

| Subtotal | | | 3.430 | | | | | | | | | | | | 8.387 | | |

| Total | | | 3.430 | | | | | | $ | — | | | | | 8.387 | | |

The information required by this *Item 13 - Certain Relationships and Related Transactions, and Director Independence* is contained in the [removed: 2023] [added: 2024] Proxy Statement under the captions “Director Independence” and “Review and Approval of Related Person Transactions.”

The information required by this *Item 14 - Principal [removed: Accounting] [added: Accountant] Fees and Services* is contained in the [removed: 2023] [added: 2024] Proxy Statement under the captions “Proposal [removed: 4 -] [added: 3:] Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, [removed: 2023,”] [added: 2024”] and “Independent Public [removed: Accountants] [added: Accountant’s] Fees.”

Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Earnings for the Years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Income for the Years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]

Consolidated Statements of [removed: Stockholders'] [added: Stockholders’] Equity for the Years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for the Years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]

| [removed: (b)2.2] [added: (a)2.1] | | | | | | [Equity Purchase Agreement by and among RIPIC Holdco Inc., Roper International Holding, Inc., RIPIC Equity [removed: LLC CD&R] [added: LLC](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/projecttree-equitypurchase.htm)[,](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/projecttree-equitypurchase.htm) [CD&R] Tree Delaware Holdings, L.P. AND, solely for purposes of section 6.25, Roper Technologies, Inc. dated as of May 29, 2022.*](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/projecttree-equitypurchase.htm) | | |

| [removed: (c)2.3] [added: (b)2.2] | | | | | | [Equity Purchase and Merger Agreement by and among the Company, Roper T2 LLC, Project Franklin Merger Sub LLC, Frontline Technologies [removed: Parent LLC,] [added: Parent](http://www.sec.gov/Archives/edgar/data/882835/000119312522233743/d356123dex21.htm)[,](http://www.sec.gov/Archives/edgar/data/882835/000119312522233743/d356123dex21.htm) [LLC,] Roper Operations Company II LLC, the Blocker Sellers and the Representative, dated as of August 30, 2022.*](http://www.sec.gov/Archives/edgar/data/882835/000119312522233743/d356123dex21.htm) | | |

| [removed: (d)3.1] [added: (c)3.1] | | | | | | [removed: [Restated] [added: [Amended and R](http://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm)[estated] Certificate of [removed: Incorporation] [added: Incorporation](http://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm) [effective] as [removed: amended through April 24, 2015.](http://www.sec.gov/Archives/edgar/data/882835/000095010315003223/dp55541_ex0301.htm)] [added: of June 1](http://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm)[3, 2023](http://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm)[.](http://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm)] | | |

| [removed: (e)3.2] [added: (d)3.2] | | | | | | [Amended and Restated By-Laws.](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex31.htm) | | |

| [removed: (f)4.1] [added: (e)4.1] | | | | | | [Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.](http://www.sec.gov/Archives/edgar/data/882835/000088283508000026/indenture.htm) | | |

| [removed: (g)4.2] [added: (f)4.2] | | | | | | [Indenture between Registrant and Wells Fargo Bank, dated as of November 26, 2018.](http://www.sec.gov/Archives/edgar/data/882835/000119312518333512/d659878dex41.htm) | | |

| [removed: (h)4.3] [added: (g)4.3] | | | | | | [Form of Note.](http://www.sec.gov/Archives/edgar/data/882835/000119312515387542/d78767dex42.htm) | | |

| [removed: (i)4.4] [added: (h)4.4] | | | | | | [Form of [removed: 3.650%] [added: 4.200%] Senior Notes due [removed: 2023.](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm)] [added: 2028.](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm)] | | |

| (i)4.5 | | | | | | [Form of [removed: 4.200%] [added: 3.850%] Senior Notes due [removed: 2028.](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm)] [added: 2025.](http://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] | | |

| (j)4.6 | | | | | | [Form of [removed: 3.850%] [added: 3.800%] Senior Notes due [removed: 2025.](http://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] [added: 2026.](http://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] | | |

| (k)4.7 | | | | | | [Form of [removed: 3.800%] [added: 2.350%] Senior Notes due [removed: 2026.](http://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] [added: 2024.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] | | |

| [removed: (l)4.8] [added: (k)4.8] | | | | | | [Form of [removed: 2.350%] [added: 2.950%] Senior Notes due [removed: 2024.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] [added: 2029.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] | | |

| (l)4.9 | | | | | | [Form of [removed: 2.950%] [added: 2.000%] Senior Notes due [removed: 2029.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/882835/000119312520174903/d852216dex41.htm)] | | |

| (m)4.10 | | | | | | [Form of [removed: 2.000%] [added: 1.000%] Senior Notes due [removed: 2030.](https://www.sec.gov/Archives/edgar/data/882835/000119312520174903/d852216dex41.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |

| [removed: (n)4.11] [added: (m)4.11] | | | | | | [Form of [removed: 1.000%] [added: 1.400%] Senior Notes due [removed: 2025.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |

| [removed: (n)4.12] [added: (m)4.12] | | | | | | [Form of [removed: 1.400%] [added: 1.750%] Senior Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 2031.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283523000016/descriptionoftheregistrant.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283524000008/descriptionoftheregistrant.htm)] | | |

| [removed: (o)10.1] [added: (n)10.1] | | | | | | [Employee Stock Purchase Plan, [removed: as amended and restated. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000017/ex10-1.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/882835/000088283520000025/amendedandrestatedempl.htm) [A](http://www.sec.gov/Archives/edgar/data/882835/000088283520000025/amendedandrestatedempl.htm)[mended and](http://www.sec.gov/Archives/edgar/data/882835/000088283520000025/amendedandrestatedempl.htm) [R](http://www.sec.gov/Archives/edgar/data/882835/000088283520000025/amendedandrestatedempl.htm)[estated. †](http://www.sec.gov/Archives/edgar/data/882835/000088283520000025/amendedandrestatedempl.htm)] | | |

| [removed: (p)10.2] [added: (o)10.2] | | | | | | [First Amendment to Roper Technologies, Inc. Employee Stock Purchase Plan [removed: (As] [added: (](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/firstamendmenttoropertechn.htm)[a](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/firstamendmenttoropertechn.htm)[s] Amended and Restated effective July 1, [removed: 2020).†](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/firstamendmenttoropertechn.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/firstamendmenttoropertechn.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/firstamendmenttoropertechn.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/firstamendmenttoropertechn.htm)] | | |

| [removed: 10.3] [added: (p)10.3] | | | | | | [Non-Qualified Retirement Plan, [removed: as amended, filed herewith. †](https://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm) [A](http://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm)[mended](http://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm) [and Restated](http://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm)[. †](http://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm)] | | |

| (q)10.4 | | | | | | [Credit Agreement dated as of July 21, 2022, among Roper, the foreign subsidiary borrowers from time to time party thereto, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as syndication agents, and Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, TD Bank, N.A., Truist Bank and [removed: U.S Bank,] [added: U.S](http://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm) [Bank,] National Association, as documentation agents.](http://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm) | | |

| (s)10.6 | | | | | | [Form of [removed: Restricted] [added: Non-Statutory] Stock [removed: Agreement for Employees under] [added: Option Agreement](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm)[,](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm) [under] the [removed: 2006 Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex103.htm)] [added: 2006](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm) [Incentive](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm) [Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm)] | | |

| [removed: (s)10.7] [added: (y)10.12] | | | | | | [Form of Non-Statutory Stock Option [removed: Agreement] [added: Agreement,] under the [removed: 2006 Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm)] [added: 2016 Incentive Plan.](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm)] | | |

| [removed: (t)10.8] [added: (t)10.7] | | | | | | [removed: [Offer letter] [added: [Offer](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm) [L](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm)[etter] to John K. Stipancich. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm) | | |

| [removed: (u)10.9] [added: (u)10.8] | | | | | | [Form of director and [removed: officer indemnification agreement.] [added: officer](http://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm) [I](http://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm)[ndemnification](http://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm) [A](http://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm)[greement.] †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm) | | |

| [removed: (v)10.10] [added: (v)10.9] | | | | | | [2016 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312516556402/d81578ddef14a.htm) | | |

| [removed: (w)10.11] [added: (w)10.10] | | | | | | [Amendment No. 1 to the 2016 Incentive [removed: Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm)] | | |

| [removed: (x)10.12] [added: (x)10.11] | | | | | | [Form of [removed: Cash Settled] [added: Cash](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm)[\-](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm)[Settled] Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm) | | |

| [removed: (y)10.13] [added: (z)10.13] | | | | | | [Form of [removed: Non-Statutory] [added: Restricted] Stock [removed: Option] [added: Award] Agreement, under the 2016 Incentive [removed: Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm)] | | |

| [removed: (z)10.14] [added: (aa)10.14] | | | | | | [Form of [added: Performance](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm)[\-](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm)[Based] Restricted Stock Award Agreement, under the 2016 Incentive [removed: Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm)] | | |

| [removed: (aa)10.15] [added: (ff)10.19] | | | | | | [Form of [removed: Performance Based] [added: Performance](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)[\-](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)[Based] Restricted Stock Award Agreement, under the [removed: 2016] [added: 2021] Incentive [removed: Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)] | | |

| [removed: (bb)10.16] [added: (bb)10.15] | | | | | | [Offer Letter to Neil Hunn. †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1022.htm) | | |

| [removed: (cc)10.17] [added: (cc)10.16] | | | | | | [Long-Term Incentive Opportunity Agreement for Neil Hunn. †](http://www.sec.gov/Archives/edgar/data/882835/000088283519000051/a8-k112619hunnperflett.htm) | | |

| [removed: (dd)10.18] [added: (dd)10.17] | | | | | | [Retirement Agreement and General Release, dated February 1, 2019, by and between the Company and Paul Soni. †](http://www.sec.gov/Archives/edgar/data/882835/000088283519000007/soniretirementagmtandgener.htm) | | |

| [removed: (ee)10.19] [added: (ee)10.18] | | | | | | [2021 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex101.htm) | | |

| 10.22 | | | | | | [Form of Performance Share Unit Award Agreement, under the 2021 Incentive Plan, filed herewith. †](https://www.sec.gov/Archives/edgar/data/882835/000088283524000008/a2023-formofroperpsuawarda.htm) | | |

| 97.1 | | | | | | [Roper Technologies, Inc. Compensation Clawback Policy (filed herewith).](https://www.sec.gov/Archives/edgar/data/882835/000088283524000008/compensationclawbackpolicy.htm) | | |

| | | | | | | | | |

| (a)2.1 | | | | | | [Membership Interests Purchase Agreement by and Between TransCore Holdings, Inc., as Seller, and ST Engineering Urban Solutions USA Inc, as Buyer, and, solely for the purposes of certain provisions, Roper Technologies, Inc., as Seller Parent, and Singapore Technologies Engineering LTD, as Parent.*](http://www.sec.gov/Archives/edgar/data/882835/000088283521000067/projectheartland-membershi.htm) | | |

| (n)4.13 | | | | | | [Form of 1.750% Senior Notes due 2031.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm) | | |

| (ii)10.25 | | | | | | [Form of Non-Employee Director Restricted Stock Award Agreement under the 2021 Incentive Plan (included in Exhibit 10.23).](http://www.sec.gov/Archives/edgar/data/0000882835/000088283521000044/ropertechdircompplanjune20.htm) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, [removed: Roper] [added: the registrant] has duly caused this [removed: Report] [added: report] to be signed on its behalf by the undersigned, [removed: therewith] [added: thereunto] duly authorized.

| By: | | | | | | /s/ L. Neil Hunn | | | February [removed: 27, 2023] [added: 22, 2024] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this [removed: Report] [added: report] has been signed below by the following persons on behalf of [removed: Roper] [added: the registrant] and in the capacities and on the dates indicated.

| /s/ L. NEIL HUNN | | | | | | President and Chief Executive Officer | | | [added: February 22, 2024] | | |

| L. Neil Hunn | | | | | | (Principal Executive Officer) | | | [removed: February 27, 2023] | | |

| /s/ JASON P. CONLEY | | | | | | Executive Vice President and Chief Financial Officer | | | [added: February 22, 2024] | | |

| Jason P. Conley | | | | | | (Principal Financial Officer) | | | [removed: February 27, 2023] | | |

| /s/ BRANDON CROSS | | | | | | Vice President and Corporate Controller | | | [added: February 22, 2024] | | |

| Brandon Cross | | | | | | (Principal Accounting Officer) | | | [removed: February 27, 2023] | | |

| [removed: /s/ AMY WOODS BRINKLEY] [added: Amy Woods Brinkley] | | | | | | | | | | | |

| [removed: Amy Woods Brinkley] [added: /s/ AMY WOODS BRINKLEY] | | | | | | Chair of the Board of Directors | | | February [removed: 27, 2023] [added: 22, 2024] | | |

| [removed: /s/ SHELLYE] [added: Shellye] L. [removed: ARCHAMBEAU] [added: Archambeau] | | | | | | | | | | | |

| [removed: Shellye] [added: /s/ SHELLYE] L. [removed: Archambeau] [added: ARCHAMBEAU] | | | | | | Director | | | February [removed: 27, 2023] [added: 22, 2024] | | |

| [removed: /s/ IRENE] [added: Irene] M. [removed: ESTEVES] [added: Esteves] | | | | | | | | | | | |

| [removed: Irene] [added: /s/ IRENE] M. [removed: Esteves] [added: ESTEVES] | | | | | | Director | | | February [removed: 27, 2023] [added: 22, 2024] | | |

| [removed: /s/ ROBERT] [added: Robert] D. [removed: JOHNSON] [added: Johnson] | | | | | | | | | | | |

| [removed: Robert] [added: /s/ ROBERT] D. [removed: Johnson] [added: JOHNSON] | | | | | | Director | | | February [removed: 27, 2023] [added: 22, 2024] | | |

| [removed: /s/ THOMAS] [added: Thomas] P. [removed: JOYCE, JR.] [added: Joyce, Jr.] | | | | | | | | | | | |

| [removed: Thomas] [added: /s/ THOMAS] P. [removed: Joyce, Jr.] [added: JOYCE, JR.] | | | | | | Director | | | February [removed: 27, 2023] [added: 22, 2024] | | |

| [removed: /s/ LAURA] [added: Laura] G. [removed: THATCHER] [added: Thatcher] | | | | | | | | | | | |

| [removed: Laura] [added: /s/ LAURA] G. [removed: Thatcher] [added: THATCHER] | | | | | | Director | | | February [removed: 27, 2023] [added: 22, 2024] | | |

| [removed: /s/ RICHARD] [added: Richard] F. [removed: WALLMAN] [added: Wallman] | | | | | | | | | | | |

| [removed: Richard] [added: /s/ RICHARD] F. [removed: Wallman] [added: WALLMAN] | | | | | | Director | | | February [removed: 27, 2023] [added: 22, 2024] | | |

| [removed: /s/ CHRISTOPHER WRIGHT] [added: Christopher Wright] | | | | | | | | | | | |

| [removed: Christopher Wright] [added: /s/ CHRISTOPHER WRIGHT] | | | | | | Director | | | February [removed: 27, 2023] [added: 22, 2024] | | |

None.

None