Roper Technologies (ROP) 10-K risk factor changes: FY2024 vs FY2023

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, receive the necessary regulatory [removed: approvals,] [added: approvals (including clearance under the Hart-Scott-Rodino Act in the U.S. and similar antitrust regulations in foreign countries),] successfully integrate acquired businesses, or expand into new markets.

Several of our [removed: operating companies] [added: subsidiaries] have transactions and balances denominated in currencies other than the U.S. dollar.

Sales by our operating companies whose functional currency is not the U.S. dollar represented [added: 9% and] 11% of our total net revenues for [removed: both] the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023, respectively.]

We rely on information and technology, including third-party cloud computing [removed: platforms,] [added: platforms and other third-party business partners,] for many of our business operations which could fail and cause disruption to our business operations.

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

[removed: Cyberattacks,] [added: Cybersecurity incidents, ransomware attacks, systems disruptions or interruptions, cyberattacks,] configuration or human error, insider threat, and/or other external hazards [added: or threats] could result in the misappropriation of assets or [removed: sensitive] information, corruption of data, or [removed: operational disruption.][added: disruptions in our business strategy, results of operations, and financial condition.]

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

If any [added: third-party system or] cloud platform that we use is unavailable to us for any reason, our customers may experience service interruptions, which could significantly impact our operations, reputation, business, and financial results.

Global cybersecurity threats are rapidly evolving and [removed: becoming increasingly more sophisticated and] attacks to networks, 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 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: insider threats,] data exfiltration and extortion, introduction of malware or ransomware, and other disruptive problems caused by threat actors.

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

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

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

[removed: Any imposition of liability, particularly liability] that is not covered by insurance or is in excess of insurance coverage, could materially harm our operating results and financial condition.

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

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $6,330.1] [added: $7,623.0] in total consolidated indebtedness.

In addition, we had approximately [removed: $3,133] [added: $3,369] of undrawn availability under our unsecured [added: revolving] credit facility.

At December 31, [removed: 2023,] [added: 2024,] goodwill totaled [removed: $17,118.8] [added: $19,312.9] compared to [removed: $17,444.8] [added: $18,867.6] of total stockholders’ equity, and represented [removed: 61%] [added: 62%] of our total assets of [removed: $28,167.5.][added: $31,334.7.]

If future operating performance at one or more of our business units were to fall significantly below current [added: or expected] levels, if competing or alternative technologies emerge, if discount rates rise, or if business valuations decline, we could incur a non-cash [added: charge to operating income.]

Any change in the supply of, or price for, these parts and components, as well as any increases in commodity prices or the price and availability [removed: of] [added: of, or any decrease in the reliability of,] third-party cloud computing platforms could affect our business, financial condition, and results of operations.

In 2022, we divested a [removed: 51%] majority equity stake in our industrial businesses to [removed: Clayton, Dubilier & Rice, LLC (“CD&R”)] [added: CD&R] and retained a minority equity interest in the new parent entity, Indicor.

Many of these risks are outside of CD&R’s or Indicor’s control and could [removed: materially impact Indicor’s business, financial condition, and results of operations.]

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

We [removed: incorporate] [added: are increasingly incorporating] artificial intelligence (“AI”) solutions into [removed: some of] our platforms, offerings, services, and [removed: features,] [added: operations,] and [removed: these applications may] [added: we expect that AI will] become more important [removed: in] [added: to] our [removed: operations] [added: company] over time.

Our competitors or other third parties may incorporate AI into their products [added: or operations] more quickly or [removed: more] successfully than us, [added: or develop superior products and services with the aid of AI,] which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, if [removed: our] [added: we use] AI [removed: applications are] [added: that is] based on data, algorithms, or other inputs that are flawed, or if [removed: they assist] [added: the AI assists] in producing content, analyses, or recommendations that are or are alleged to be deficient, inaccurate, [added: violative of third-party intellectual property,] or biased, our business, financial condition, and results of operations may be adversely affected.

In the U.S., [removed: the] [added: at least 20] states [removed: of Virginia, Colorado, Connecticut, Utah, Oregon, Texas, Montana, Delaware, Iowa, Tennessee, Indiana, and New Jersey] have [removed: each] [added: individually] passed comprehensive privacy [removed: legislation, and joined California (which further enhanced its existing privacy laws)] [added: legislation] in directly regulating the collection, use, and sharing of personal information.

These statutes and regulations create civil penalties for violations, and in the case of [removed: California, creates] [added: California and some sector-specific laws, create] a limited private right of action for data [removed: breaches,] [added: breaches] that [removed: increases] [added: increase] the risk of data breach litigation.

[removed: GDPR provides significant penalties for non-compliance (up to 4% of] global annual revenue) and EU data protection authorities have already issued significant fines.

Expectations relating to [removed: environmental, social, and governance] [added: sustainability] considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business.

Many governments, regulators, investors, employees, customers, and other stakeholders are focused on environmental, social, [added: governance,] and [removed: governance (“ESG”)] [added: other sustainability] considerations relating to businesses, including climate change and greenhouse gas emissions, human capital, and [removed: diversity, equity, and inclusion.][added: diversity.]

The Company makes statements about [removed: ESG] [added: sustainability] goals and initiatives through information provided on its website, press statements, and other communications, including through its annual [removed: ESG Report.][added: sustainability report.]

Responding to these [removed: ESG] [added: sustainability] considerations and implementation of these goals and initiatives involves risks and uncertainties, including those described under “Information About Forward-Looking Statements,” requires investments, and is impacted by factors that may be outside of the Company’s control.

Stakeholders also may have very different views on where [removed: environmental, social, and governance] focus [added: on sustainability topics] should be placed, including differing views of regulators in various jurisdictions in which we operate.

Any failure, or perceived failure, by the Company to achieve its goals, further its initiatives, adhere to its public statements, comply with federal, state, or international [removed: ESG] [added: sustainability] laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against the Company and materially adversely affect the Company’s business, reputation, results of operations, financial condition, and stock price.

For the year ended December 31, [removed: 2023, 13%] [added: 2024, 14%] of our net revenues [added: were generated from customers outside of the U.S.] and 7% of our long-lived assets, excluding goodwill and other intangibles, were attributable to operations outside of the U.S. We expect our international operations to contribute materially to our business for the foreseeable future.

- differing and unexpected changes in regulatory requirements, including any measures implemented to address data [removed: privacy] [added: privacy, cybersecurity,] and impacts of climate change.

[removed: Further escalation of] [added: In addition, certain] geopolitical [removed: tensions, such as increased trade barriers, economic sanctions or restrictions on global trade, related to these military conflicts] [added: events have resulted in and] could [added: continue to] result in, among other things, cyberattacks, supply disruptions, lower consumer demand, [added: increase in global economic uncertainty,] and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.

These disruptions may include, but are not limited to, interruptions to business operations, loss of intellectual property, release of confidential information, malicious alteration or corruption of data or systems, costs related to remediation or the payment of ransom, litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, and possible prolonged negative publicity.

While certain of our businesses have experienced temporary disruptions, their impact has been limited and did not have a significant impact on our businesses.

Any imposition of liability, particularly liability

Manufacturing or design defects could lead to recalls or safety alerts relating to our products (either voluntary or as required by regulatory authorities), and could result, in certain cases, in the removal of a product from the market which could result in significant costs, lost sales and customers, enforcement actions and/or investigations, as well as negative publicity and damage to our reputation.

Personal injuries relating to the use of our products can also result in product liability claims being brought against us.

materially impact Indicor’s business, financial condition, and results of operations.

We may be affected by laws and regulations that govern the use of AI.

For example, the EU AI Act places new requirements on providers of AI technologies that will need to be addressed in alignment with various deadlines in the coming years.

These and other laws or regulations may cause us to modify our data handling and compliance practices, which could be costly or disruptive to our operations, and may also impact our ability to use certain data to support our products or our product development efforts or hinder our customers’ ability to adopt or continue to use our products.

GDPR provides significant penalties for non-compliance (up to 4% of

Canada (Quebec) has also significantly updated its privacy laws.

- trade protection measures, tariffs, and import or export requirements, including uncertainty about what actions may be taken by governments with respect to tariffs or trade relations, what products may be subject to such actions, and what actions may be taken by foreign countries in retaliation to proposed or imposed U.S. tariffs;

Political and geopolitical conditions can adversely affect our business.

Political and geopolitical conditions in the markets in which our products and services are sold have been and could continue to be difficult to predict, resulting in adverse effects on our business.

The results of elections, geopolitical events and tensions, and wars and other military conflicts (such as the ongoing conflicts in Ukraine and the Middle East) in these markets have in the past impacted and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or materials (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada, Mexico, and other countries and any retaliatory actions taken by such countries).

Changes in political administrations in the U.S. and elsewhere may lead to variability in, or reallocation of, government spending priorities, or a reduction in government spend, which could have an adverse impact on our businesses that serve governmental entities or governmental contractors.

charge to operating income.

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.

- trade protection measures, tariffs, and import or export requirements;

Our business, financial condition, and results of operations could be adversely affected by disruptions in the global economy caused by the conflict between Russia and Ukraine and the conflict in the Middle East.

The global economy has been negatively impacted by ongoing military conflict between Russia and Ukraine and the conflict in the Middle East.

We have historically had limited operations and suppliers in these jurisdictions.

Nevertheless, these military conflicts could have additional negative impacts on the global economy.

This item generally discusses our [removed: 2023] [added: 2024] results compared to our [removed: 2022] [added: 2023] results.

Discussions of our [removed: 2022] [added: 2023] results compared to our [removed: 2021] [added: 2022] results can be found within Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]

Roper has a proven, long-term, successful track record of compounding cash flow and [added: increasing] shareholder value.

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

[removed: On] [added: In] November [removed: 22,] 2022, [removed: the Company] [added: Roper] completed the divestiture of a majority [removed: 51%] equity stake in its industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable [removed: segment,] [added: segment (collectively “Indicor”),] to Clayton, Dubilier & Rice, LLC.

Following the sale of the majority [added: equity] stake, [removed: the Company] [added: Roper] retained a minority equity interest in Indicor.

[removed: 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 [removed: on this] [added: regarding Roper’s] minority equity [removed: interest.][added: interest in Indicor.]

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

Roper completed the 2021 Divestitures by [removed: the end of the first quarter of] [added: March] 2022.

The financial results [removed: for] [added: of] Indicor and the 2021 Divestitures are reported as discontinued operations for all periods presented.

Unless otherwise noted, discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: relate] [added: relates] to continuing operations.

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

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

–Application [removed: Software - Aderant, CBORD,] [added: Software—Aderant,] Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, [added: Procare,] Strata, [added: Transact/CBORD,] Vertafore

–Network [removed: Software - ConstructConnect,] [added: Software—ConstructConnect,] DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters

–Technology Enabled [removed: Products - CIVCO] [added: Products—CIVCO] Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon

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: 2023] [added: 2024] included in this Annual Report.

Other than the changes [added: during 2023] 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.

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

[removed: During 2023, our] [added: Our 2024] effective income tax rate was [removed: 21.5% as compared to] [added: 21.2% and] our [removed: 2022] [added: 2023 effective income tax] rate [removed: of 23.1%.][added: was 21.5%.]

We expect the effective tax rate for [removed: 2024] [added: 2025] 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 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 [removed: values.][added: value.]

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

As of the annual impairment test, [removed: the Company] [added: Roper] has [removed: 22] [added: 23] reporting units with individual goodwill amounts ranging from $17.5 to [removed: $3,363.6.][added: $3,363.7.]

In [removed: 2023,] [added: 2024,] the Company performed its annual impairment test in the fourth quarter for all reporting units.

The Company conducted its analysis qualitatively and assessed whether it was more likely than not that the respective fair [removed: value] [added: values] of these reporting units [removed: was] [added: were] less than [removed: the] [added: their] carrying [removed: amount.][added: amounts.]

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: 2023.][added: 2024.]

Although our forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment [added: applied] in determining the expected results attributable to the businesses and/or reporting units.

Under this methodology the fair value is determined based on the estimated future after-tax cash flows arising from the acquired customer relationships over their estimated [added: useful] lives after considering customer attrition and contributory asset charges.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022, the Company] [added: 2023, Roper] held a [removed: 47.3%] [added: 45.5%] and [removed: 49.0%] [added: 47.3%] minority equity interest in [removed: Indicor,] [added: Indicor Equity, LLC,] respectively.

We elected to apply the fair value option as we believe this is the most reasonable method to value [removed: the] [added: this] equity investment.

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

The fair value of our equity investment in Indicor is [removed: updated] [added: estimated] on a quarterly basis and [removed: its impact] [added: the change in fair value] is reported as a component of “Equity investments [removed: activity,] [added: gain,] net” in our Consolidated [removed: Statement] [added: Statements] of Earnings.

| | | | [removed: Years] [added: Year] ended December 31, | | | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Application Software (1) | | | $ | [removed: 3,186.9] [added: 3,868.3] | | | | | $ | [removed: 2,639.5] [added: 3,186.9] | | | | | $ | [removed: 2,366.7] [added: 2,639.5] | |

| Network Software (2) | | | [removed: 1,439.4] [added: 1,475.6] | | | | | | [removed: 1,378.5] [added: 1,439.4] | | | | | | [removed: 1,223.8] [added: 1,378.5] | | |

| Technology Enabled Products | | | [removed: 1,551.5] [added: 1,695.3] | | | | | | [removed: 1,353.8] [added: 1,551.5] | | | | | | [removed: 1,243.3] [added: 1,353.8] | | |

| Total [added: consolidated] | | | $ | [removed: 6,177.8] [added: 7,039.2] | | | | | $ | [removed: 5,371.8] [added: 6,177.8] | | | | | $ | [removed: 4,833.8] [added: 5,371.8] | |

| Application Software | | | [removed: 68.9] [added: 68.4] | | % | | | | [removed: 68.8] [added: 68.9] | | % | | | | [removed: 69.4] [added: 68.8] | | % |

| Total Revenue Growth | | | 21.4 | | % | | | | 2.5 | | % | | | | 9.3 | | % | | | | | | | | | | 13.9 | | % |

| Acquisitions | | | 15.7 | | | | | | — | | | | | | — | | | | | | | | | | | | 8.1 | | |

| Organic Revenue Growth | | | 5.6 | | % | | | | 2.5 | | % | | | | 9.3 | | % | | | | | | | | | | 5.8 | | % |

Gross margin decreased to 68.4% for the year ended December 31, 2024 as compared to 68.9% for the year ended December 31, 2023, due primarily to a lower gross margin profile associated with the higher payments revenue mix at Procare and Transact, our 2024 acquisitions, whose results reduced gross margin by 180 basis points.

This decrease was partially offset by improved leverage on higher organic revenues.

Selling, general and administrative (“SG&A”) expenses as a percentage of net revenues decreased to 42.0% in the year ended December 31, 2024 as compared to 43.1% in the year ended December 31, 2023, due primarily to lower SG&A profiles at Procare and Transact, which collectively reduced SG&A as a percentage of net revenues by 70 basis points, operating leverage on higher organic revenues, and cost synergies resulting from the integration of Syntellis.

These increases were partially offset primarily by a decline in our access management businesses.

Corporate expenses increased by $40.7 to $267.4, or 3.8% of net revenues, in 2024 as compared to $226.7, or 3.7% of net revenues, in 2023.

Equity investments gain, net, was $234.6 for the year ended December 31, 2024 due primarily to a $135.6 gain on the sale of our equity investment in Certinia, a $96.4 increase in the fair value of our equity investment in Indicor, and $10.8 of dividend

distributions received from Indicor, partially offset by our proportionate share of net loss associated with the investment in Certinia of $9.8 in accordance with the equity method of accounting.

Other expense, net, of $5.0 for the year ended December 31, 2024 was composed primarily of foreign exchange losses at our non-U.S. based subsidiaries.

Our 2024 effective income tax rate of 21.2% decreased as compared to our 2023 tax rate of 21.5%, due primarily to the release of valuation allowances, partially offset by a reduction in stock-based compensation tax benefits.

Backlog decreased 1.6% to $3,105.4 at December 31, 2024 as compared to $3,156.6 at December 31, 2023 due primarily to a decrease in our Technology Enabled Products segment associated with the normalization of supply chain ordering patterns, partially offset by acquisitions and organic growth in our Application Software segment.

| Total | | | $ | 3,105.4 | | | | | $ | 3,156.6 | | | | | (1.6) | | % |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

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

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

Operating activities – Net cash provided by operating activities from continuing operations increased by 17% to $2,393.2 in 2024 as compared to $2,037.4 in 2023 due primarily to higher net earnings from continuing operations net of non-cash expenses, increased collections on accounts receivable, the absence of the cash payment from the prior year of $45.0 related to the settlement of a patent litigation matter, and timing associated with interest payments on our senior notes issued in 2024, partially offset by higher cash taxes paid.

The net proceeds from the issuance of senior notes were used to repay a portion of the borrowings outstanding under our unsecured credit facility, including borrowings incurred to fund the purchase price of the Transact acquisition, as well as to repay a portion of the senior notes due September 15, 2024.

The remaining portion of senior notes due September 15, 2024 were repaid using borrowings under our unsecured credit facility.

At December 31, 2024, we also had $44.2 of other debt in the form of short-term borrowings and finance leases.

| Total debt | | | $ | 7,669.2 | | | | | $ | 1,044.1 | | | | | $ | 700.1 | | | | | $ | 825.0 | | | | | $ | 800.0 | | | | | $ | 1,200.0 | | | | | $ | 3,100.0 | |

| Senior note interest | | | 1,315.6 | | | | | | 244.3 | | | | | | 215.4 | | | | | | 188.8 | | | | | | 179.0 | | | | | | 145.4 | | | | | | 342.7 | | |

| Operating leases | | | 221.9 | | | | | | 51.7 | | | | | | 43.6 | | | | | | 36.5 | | | | | | 28.7 | | | | | | 20.3 | | | | | | 41.1 | | |

| Purchase obligations 2 | | | 1,252.2 | | | | | | 582.2 | | | | | | 215.4 | | | | | | 159.1 | | | | | | 148.9 | | | | | | 137.7 | | | | | | 8.9 | | |

| Total | | | $ | 10,458.9 | | | | | $ | 1,922.3 | | | | | $ | 1,174.5 | | | | | $ | 1,209.4 | | | | | $ | 1,156.6 | | | | | $ | 1,503.4 | | | | | $ | 3,492.7 | |

Discontinued Operations

The businesses included in this transaction were Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and Viatran (collectively “Indicor”).

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

In addition, the Company has an increased mix of recurring revenue and a higher margin profile.

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

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

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

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

| Organic Revenue Growth | | | 5.9 | | % | | | | 4.6 | | % | | | | 14.7 | | % | | | | | | | | | | 7.8 | | % |

Selling, general and administrative (“SG&A”) expenses as a percentage of net revenues in the year ended December 31, 2023 increased to 43.1%, as compared to 41.8% in the year ended December 31, 2022, due primarily to higher amortization of acquired intangibles from the acquisitions of Frontline and Syntellis and restructuring-related expenses incurred primarily in connection with the integration of the Syntellis acquisition.

Gross margin increased to 57.1% in the year ended December 31, 2023, as compared to 56.9% in the year ended December 31, 2022, due primarily to operating leverage on higher organic revenues, partially offset by revenue mix.

Corporate expenses increased by $17.5 to $226.7, or 3.7% of revenues, in 2023 as compared to $209.2, or 3.9% of revenues, in 2022.

Other expense, net, of $50.1 for the

year ended December 31, 2022 was composed primarily of a legal settlement expense of $45.0 related to the Berall v.

Verathon patent litigation matter.

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

Acquisitions contributed 5% and organic growth in backlog was 3%.

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

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

| Cash provided by (used in) discontinued operations | | | (0.3) | | | | | | 5,677.9 | | | | | | | | |

Operating activities – The increase in cash provided by operating activities from continuing operations in 2023 as compared to 2022 was due primarily to the reduction in cash taxes paid, predominantly as a result of cash taxes paid in the prior year in connection with the 2021 Divestitures and the Indicor Transaction, and higher net earnings from continuing operations net of non-cash expenses.

Discontinued operations – Cash provided by discontinued operations for the year ended December 31, 2022 was primarily due to proceeds from the sales of TransCore, Zetec, and the majority stake in Indicor.

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

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

| Senior note interest | | | 675.0 | | | | | | 150.5 | | | | | | 138.7 | | | | | | 120.2 | | | | | | 93.6 | | | | | | 83.8 | | | | | | 88.2 | | |

| 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 | |

We are also exposed to equity [added: price risk as it relates to the change in fair value of our equity investment in Indicor, and to equity] market risks pertaining to the traded price of our common stock.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $6,000.0] [added: $7,500.0] of fixed-rate borrowings with interest rates ranging from 1.00% to [removed: 4.20%.][added: 4.90%.]

At December 31, [removed: 2023,] [added: 2024,] the prevailing market rates for each of our long-term notes was at least [removed: 0.3%] [added: 0.4%] but no more than [removed: 4.1%] [added: 3.7%] higher than the fixed rates on our debt instruments.

Our unsecured credit facility contains a $3,500.0 variable-rate revolver with [removed: $360.0] [added: $125.0] of outstanding borrowings at December 31, [removed: 2023.][added: 2024.]

Net revenues recognized by our companies whose functional currency is not the U.S. dollar were approximately [removed: 11%] [added: 9%] of our total net revenues in [removed: 2023] [added: 2024] and approximately [removed: 90%] [added: 88%] of these net revenues were recognized by our companies with a functional currency that is either the British pound, Canadian dollar, or euro.

If these currency exchange rates had been 10% different throughout [removed: 2023] [added: 2024] compared to currency exchange rates actually experienced, the impact on our net earnings would have been [removed: approximately] [added: less than] 1%.

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

A hypothetical 10% decrease in the fair value of our equity investment in Indicor based on the balance at December 31, [removed: 2023] [added: 2024] would result in a non-cash charge within non-operating income of approximately [removed: $67.6.][added: $77.2.]

Roper has a proven, long-term, successful track record of compounding cash flow and [added: increasing] shareholder value.

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

In [removed: the last three years, we have deployed approximately $6,550 of capital toward acquisitions, including] [added: 2023, this included] approximately $1,380 [removed: in 2023] for the acquisition of [removed: Syntellis Performance Solutions,] [added: Syntellis,] a leading provider of [removed: Software-as-a-Service (“SaaS”)] [added: SaaS] solutions for healthcare, financial institution, and higher education [removed: providers] [added: providers, which was combined with our Strata business,] and [added: 2022 included] approximately $3,750 [removed: in 2022] for the acquisition of Frontline, a leading provider of SaaS solutions for school administration.

Additionally, we deployed approximately [removed: $1,420] [added: $1,360] toward other [removed: acquisitions, primarily] bolt-on acquisitions to help build on the strategic position of several of our businesses.

See Note [removed: 2] [added: 10] of the Notes to Consolidated Financial Statements included in this Annual Report for additional [removed: information.][added: information regarding Roper’s minority equity interest in Indicor.]

[removed: On] [added: In] November [removed: 22,] 2022, [removed: the Company] [added: Roper] completed the divestiture of a majority [removed: 51%] equity stake in its industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable [removed: segment,] [added: segment (collectively “Indicor”),] to Clayton, Dubilier & Rice, [removed: LLC.][added: LLC (“CD&R”).]

Following the sale of the majority stake, [removed: the Company] [added: Roper] retained a minority equity interest in Indicor.

[removed: See] [added: Refer to] Note [removed: 10] [added: 3] of the Notes to Consolidated Financial Statements included in this Annual Report for [removed: additional] [added: further] information [removed: on this minority equity interest.][added: regarding discontinued operations.]

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

Roper completed the 2021 Divestitures by [removed: the end of the first quarter of] [added: March] 2022.

The financial results [removed: for] [added: of] Indicor and the 2021 Divestitures are reported as discontinued operations for all periods presented.

*Diversified End Markets and Geographic Reach* – We have a global presence, with sales to customers outside of the United States (“U.S.”) totaling [removed: $873.4] [added: $975.9] in [removed: 2023.][added: 2024.]

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

–Application [removed: Software - Aderant, CBORD,] [added: Software—Aderant,] Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, [added: Procare,] Strata, [added: Transact/CBORD,] Vertafore

–Network [removed: Software - ConstructConnect,] [added: Software—ConstructConnect,] DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters

–Technology Enabled [removed: Products - CIVCO] [added: Products—CIVCO] Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon

Our Application Software segment had net revenues of [removed: $3,186.9] [added: $3,868.3] for the year ended December 31, [removed: 2023,] [added: 2024,] representing [removed: 51.6%] [added: 55.0%] of our total net revenues.

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

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

Our Network Software segment had net revenues of [removed: $1,439.4] [added: $1,475.6] for the year ended December 31, [removed: 2023,] [added: 2024,] representing [removed: 23.3%] [added: 21.0%] of our total net revenues.

*ConstructConnect* – cloud-based data, collaboration, and estimating automation software solutions [removed: to] [added: focused on the pre-construction phase for] a network of [removed: pre-construction contractors.][added: construction contractors and building product manufacturers/distributors.]

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

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

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

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

Our Technology Enabled Products segment had net revenues of [removed: $1,551.5] [added: $1,695.3] for the year ended December 31, [removed: 2023,] [added: 2024,] representing [removed: 25.1%] [added: 24.0%] of our total net revenues.

*rf IDEAS* – RFID card [added: and credential] readers used in numerous identity access management applications across a variety of vertical markets.

As of December 31, [removed: 2023] [added: 2024] and [removed: December 31, 2022,] [added: 2023,] total remaining performance obligations were [removed: $4,612.6] [added: $4,754.9] and [removed: $4,214.0,] [added: $4,612.6,] respectively.

Backlog was [removed: $3,156.6] [added: $3,105.4] at December 31, [removed: 2023] [added: 2024] and [removed: $2,912.6] [added: $3,156.6] at December 31, [removed: 2022.][added: 2023.]

In the U.S., [removed: many] [added: at least 20] states have [removed: adopted legislation that] [added: individually passed comprehensive privacy legislation, which] imposes restrictions similar (but not identical) to GDPR on companies conducting business or serving customers in those states.

Canada (Quebec) [removed: and China have] [added: has] also significantly updated [removed: their] [added: its] privacy laws.

Our businesses may also be impacted by additional domestic or foreign trade [removed: regulations ensuring fair trade practices,] [added: regulations,] including trade restrictions, [removed: tariffs,] [added: trade agreements, tariffs (including new, expanded, or retaliatory tariffs),] and sanctions.

During [removed: 2023,] [added: 2024,] no customer accounted for 10% or more of any segment or total Company net revenues.

As a result, apart from guidance with respect to: (i) compliance with legal and regulatory requirements or corporate policies; and (ii) the implementation of [added: business unit leadership] compensation and benefit programs provided by corporate management, managers at individual businesses are the primary decision makers with respect to human capital management and development.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 16,800] [added: 18,200] people worldwide on a consolidated basis, of which approximately [removed: 10,900] [added: 12,100] were employed in the U.S. and approximately [removed: 5,900] [added: 6,100] were employed outside of the U.S. Management believes that the Company’s employee relations are favorable.

We continue to focus on building a pipeline for talent [removed: to create] [added: that creates] more opportunities for [removed: workplace diversity and to support greater representation] [added: growth] within the Company.

Our Corporate Governance Guidelines; the charters of our Audit Committee, Compensation Committee, and Nominating and Governance Committee; and our Code of [removed: Conduct] [added: Ethics] (the “Code of [removed: Conduct”)] [added: Ethics”)] are also available on our website.

Any amendment to the Code of [removed: Conduct] [added: Ethics] and any waiver applicable to our directors, executive officers, or senior financial officers will be posted on our website within the time period required by the SEC and [removed: The Nasdaq Stock Market (the “Nasdaq”).][added: Nasdaq.]

In the last three years, we have deployed approximately $9,950 of capital toward acquisitions.

In 2024, this included approximately $1,860 for the acquisition of Procare, a leading provider of Software-as-a-Service (“SaaS”) solutions and integrated payment processing for early childhood education centers and approximately $1,600 for the acquisition of Transact Campus, a leading provider of integrated campus technology and payment solutions serving higher education, healthcare, and business campuses, which was combined with our CBORD business.

*Procare* – cloud-based software and integrated payment processing for the management of early childhood education centers.

*Transact/CBORD* – integrated campus technology and payment solutions, including secure access and campus identity software, commerce solutions, tuition management software and payment processing, as well as foodservice technologies, serving higher education, healthcare, K-12, and business campuses.

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.

The businesses included in this transaction were Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and Viatran (collectively “Indicor”).

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.

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

In addition, the Company has an increased mix of recurring revenue and a higher margin profile.

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

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

Virginia, Colorado, Connecticut, and Utah have passed similar legislation that became effective in 2023 and eight other states have passed similar legislation that will become effective in subsequent years.

During the COVID-19 pandemic, most of our businesses implemented broad work-from-home initiatives.

Many businesses have retained work-from-home flexibility for their employees and have implemented hybrid work-from-home and in-office arrangements.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Commission [removed: File Number] [added: file number:] 1-12273

| Title of Each Class | | | | | | Trading [removed: Symbol] [added: Symbol(s)] | | | | | | Name of Each Exchange On Which Registered | | |

Indicate by check mark [removed: if] [added: whether] the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Based on the closing sale price on [removed: the New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market (“Nasdaq”),] on June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $51.1] [added: $60.2] billion.

Number of shares outstanding of the registrant’s common stock as of February [removed: 16, 2024: 107,022,333.][added: 14, 2025: 107,385,207.]

Portions of the registrant’s Proxy Statement to be furnished to stockholders in connection with its [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

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| [Item [removed: 9C.](#ia5296e1b44a94a52b3cbaa715b55b86b_172)] [added: 9C.](#i938e60ee08f74a989780ebf5bbb52da6_193)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia5296e1b44a94a52b3cbaa715b55b86b_172)] [added: Inspections](#i938e60ee08f74a989780ebf5bbb52da6_193)] | | | [removed: [67](#ia5296e1b44a94a52b3cbaa715b55b86b_172)] [added: [68](#i938e60ee08f74a989780ebf5bbb52da6_193)] | | |

| [Item [removed: 10.](#ia5296e1b44a94a52b3cbaa715b55b86b_178)] [added: 10.](#i938e60ee08f74a989780ebf5bbb52da6_199)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia5296e1b44a94a52b3cbaa715b55b86b_178)] [added: Governance](#i938e60ee08f74a989780ebf5bbb52da6_199)] | | | [removed: [68](#ia5296e1b44a94a52b3cbaa715b55b86b_178)] [added: [69](#i938e60ee08f74a989780ebf5bbb52da6_199)] | | |

| [Item [removed: 11.](#ia5296e1b44a94a52b3cbaa715b55b86b_181)] [added: 11.](#i938e60ee08f74a989780ebf5bbb52da6_202)] | | | [Executive [removed: Compensation](#ia5296e1b44a94a52b3cbaa715b55b86b_181)] [added: Compensation](#i938e60ee08f74a989780ebf5bbb52da6_202)] | | | [removed: [68](#ia5296e1b44a94a52b3cbaa715b55b86b_181)] [added: [69](#i938e60ee08f74a989780ebf5bbb52da6_202)] | | |

| [Item [removed: 12.](#ia5296e1b44a94a52b3cbaa715b55b86b_184)] [added: 12.](#i938e60ee08f74a989780ebf5bbb52da6_205)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia5296e1b44a94a52b3cbaa715b55b86b_184)] [added: Matters](#i938e60ee08f74a989780ebf5bbb52da6_205)] | | | [removed: [69](#ia5296e1b44a94a52b3cbaa715b55b86b_184)] [added: [70](#i938e60ee08f74a989780ebf5bbb52da6_205)] | | |

| [Item [removed: 13.](#ia5296e1b44a94a52b3cbaa715b55b86b_187)] [added: 13.](#i938e60ee08f74a989780ebf5bbb52da6_208)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia5296e1b44a94a52b3cbaa715b55b86b_187)] [added: Independence](#i938e60ee08f74a989780ebf5bbb52da6_208)] | | | [removed: [69](#ia5296e1b44a94a52b3cbaa715b55b86b_187)] [added: [70](#i938e60ee08f74a989780ebf5bbb52da6_208)] | | |

| [Item [removed: 14.](#ia5296e1b44a94a52b3cbaa715b55b86b_190)] [added: 14.](#i938e60ee08f74a989780ebf5bbb52da6_211)] | | | [Principal Accountant Fees and [removed: Services](#ia5296e1b44a94a52b3cbaa715b55b86b_190)] [added: Services](#i938e60ee08f74a989780ebf5bbb52da6_211)] | | | [removed: [69](#ia5296e1b44a94a52b3cbaa715b55b86b_190)] [added: [70](#i938e60ee08f74a989780ebf5bbb52da6_211)] | | |

| [Item [removed: 15.](#ia5296e1b44a94a52b3cbaa715b55b86b_196)] [added: 15.](#i938e60ee08f74a989780ebf5bbb52da6_217)] | | | [removed: [Exhibit](#ia5296e1b44a94a52b3cbaa715b55b86b_196)] [added: [Exhibit](#i938e60ee08f74a989780ebf5bbb52da6_217)[s](#i938e60ee08f74a989780ebf5bbb52da6_217)] [and Financial Statement [removed: Schedules](#ia5296e1b44a94a52b3cbaa715b55b86b_196)] [added: Schedules](#i938e60ee08f74a989780ebf5bbb52da6_217)] | | | [removed: [70](#ia5296e1b44a94a52b3cbaa715b55b86b_196)] [added: [71](#i938e60ee08f74a989780ebf5bbb52da6_217)] | | |

| [Item [removed: 16.](#ia5296e1b44a94a52b3cbaa715b55b86b_199)] [added: 16.](#i938e60ee08f74a989780ebf5bbb52da6_220)] | | | [Form 10-K [removed: Summary](#ia5296e1b44a94a52b3cbaa715b55b86b_199)] [added: Summary](#i938e60ee08f74a989780ebf5bbb52da6_220)] | | | [removed: [70](#ia5296e1b44a94a52b3cbaa715b55b86b_199)] [added: [71](#i938e60ee08f74a989780ebf5bbb52da6_220)] | | |

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

- changes in the supply of, or price for, labor, energy, raw materials, parts, and components, including as a result of [removed: impacts from the current inflationary environment,] [added: inflation] or [added: potential] supply chain constraints;

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

| [PART I](#i938e60ee08f74a989780ebf5bbb52da6_13) | | | | | | | | |

| [Item 1C.](#i938e60ee08f74a989780ebf5bbb52da6_28) | | | [Cybersecurity](#i938e60ee08f74a989780ebf5bbb52da6_28) | | | [17](#i938e60ee08f74a989780ebf5bbb52da6_28) | | |

| [PART II](#i938e60ee08f74a989780ebf5bbb52da6_43) | | | | | | | | |

| [PART III](#i938e60ee08f74a989780ebf5bbb52da6_196) | | | | | | | | |

| [PART IV](#i938e60ee08f74a989780ebf5bbb52da6_214) | | | | | | | | |

| | | | [Signatures](#i938e60ee08f74a989780ebf5bbb52da6_223) | | | [72](#i938e60ee08f74a989780ebf5bbb52da6_223) | | |

- difficulty making acquisitions, including receiving the necessary regulatory approvals (including clearance under the Hart-Scott-Rodino Act in the U.S. and similar antitrust regulations in foreign countries), and successfully integrating acquired businesses;

- information technology system failures, data security breaches, network disruptions, and cybersecurity events, including any litigation arising therefrom;

- risks related to changing U.S. and foreign trade policies, including increased trade restrictions or tariffs;

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

| [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) | | |

- difficulty making acquisitions and successfully integrating acquired businesses;

- failure to effectively mitigate cybersecurity threats, including any litigation arising therefrom;

- difficulties associated with exports/imports and risks of changes to tariff rates;

Roper maintains a global Cybersecurity Program [added: supervised by the Vice President of Cybersecurity] 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 [removed: 27] [added: 28] business [removed: units.][added: units, including localized information security management.]

In addition, because Roper’s businesses generally operate independently and maintain separate infrastructure and systems, [added: we believe] 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 [removed: cyber] [added: cybersecurity] tools and managed services to centrally monitor certain aspects of the Cybersecurity Program.

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

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

The Cybersecurity Program includes controls designed to [removed: identify] [added: oversee] and [removed: perform diligence on] [added: identify risks from cybersecurity threats associated with] 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.

Cybersecurity risk assessments are periodically performed to assess [removed: the] internal compliance with cybersecurity strategy and [added: the] implementation of cybersecurity [removed: controls.][added: controls, which would include the validation of cybersecurity control implementation through testing.]

Areas identified for enhancement and improvement are monitored and tracked to remediation by the Roper [removed: Cyber] [added: cybersecurity] team, including the Vice President of Cybersecurity.

We maintain a centralized incident response process with a [added: third-party] forensic partner on retainer.

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

Cybersecurity incidents are required to be promptly reported to [removed: Roper, and] [added: the Roper cybersecurity team, who then monitors] such incidents [removed: and] [added: through] their [removed: resolution are then closely monitored by Roper’s cybersecurity team.][added: resolution.]

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

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

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

[removed: This process builds upon] the CSIRP and provides a framework for Roper management to monitor potentially material [removed: cyber] [added: cybersecurity] incidents.

Risk Factors, We rely on information and technology, including third-party cloud computing [removed: platforms,] [added: platforms and other third-party business partners,] 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 [added: risks from cybersecurity threats or] potential risks to such systems, networks, and data or those of our third-party providers.

Additionally, this solution is designed to provide real-time monitoring of identity-based attacks, as well as monitoring of the deep, dark and social webs for cybersecurity threats targeting Roper’s businesses.

Cybersecurity risk is also addressed in, and monitored by, the Company’s enterprise risk management program.

The Vice President of Audit Services also reports to the Audit Committee on matters, including cybersecurity matters, that are addressed and monitored pursuant to the Company’s enterprise risk management program.

This process builds upon

Although we have experienced cybersecurity incidents, these incidents have not materially affected Roper, including its business strategy, results of operations, or financial condition.

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.

As of December 31, [removed: 2023,] [added: 2024,] 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 [removed: States.][added: States as of December 31, 2024.]

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of February [removed: 22, 2024] [added: 24, 2025] 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: 2024] [added: 2025] Annual Meeting of Shareholders.

Neil Hunn*, [removed: 51,] [added: 52,] has served as President and Chief Executive Officer since August 2018.

Conley*, [removed: 48,] [added: 49,] has served as Executive Vice President and Chief Financial Officer since February 2023.

Stipancich*, [removed: 55,] [added: 56,] 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.

Mr. Hunn has been a director of Deere & Company, a global leader in the delivery of agricultural, construction, and forestry equipment, since 2023.

Mr. Stipancich has been a director of Mativ Holdings, Inc., a global leader in specialty materials, since June 2024.

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

Our common stock trades on [removed: the] Nasdaq under the symbol “ROP.” Based on information available to us and our transfer agent, there were approximately [removed: 213] [added: 611] record holders of our common stock as of February [removed: 16, 2024.][added: 14, 2025.]

In November [removed: 2023,] [added: 2024,] our Board of Directors increased the quarterly dividend paid January [removed: 23, 2024] [added: 17, 2025] to [removed: $0.75] [added: $0.825] per share from [removed: $0.6825] [added: $0.75] per share, an increase of 10%.

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

Performance 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 [removed: to be] incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or [removed: under] the Exchange Act.

The following graph compares, for the five year period ended December 31, [removed: 2023,] [added: 2024,] the cumulative total stockholder return for our common stock, the Standard & Poor’s 500 Stock Index (the “S&P 500”), and the Standard & Poor’s 500 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: 2018,] 2019, 2020, 2021, 2022, [added: 2023,] and [removed: 2023.][added: 2024.]

The graph assumes that $100.00 was invested on December 31, [removed: 2018] [added: 2019] in our common stock, the S&P 500, and the S&P 500 IT and assumes the reinvestment of any dividends.

| | | | [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: 12/31/2023] [added: 12/31/2024] | | |

[removed: ][added: ]

| Roper Technologies, Inc. | | | $ | 100.00 | | | | | $ | 122.39 | | | | | $ | 140.35 | | | | | $ | 124.02 | | | | | $ | 157.40 | | | | | $ | 150.92 | |

| S&P 500 | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500 IT | | | 100.00 | | | | | | 143.89 | | | | | | 193.58 | | | | | | 139.00 | | | | | | 219.40 | | | | | | 299.72 | | |

| 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 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ia5296e1b44a94a52b3cbaa715b55b86b_67)] [added: Firm](#i938e60ee08f74a989780ebf5bbb52da6_73)] (PricewaterhouseCoopers LLP, PCAOB ID 238) | | | [removed: [31](#ia5296e1b44a94a52b3cbaa715b55b86b_67)] [added: [33](#i938e60ee08f74a989780ebf5bbb52da6_73)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_70)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_70)] [added: 202](#i938e60ee08f74a989780ebf5bbb52da6_76)[4](#i938e60ee08f74a989780ebf5bbb52da6_76)] [and [removed: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_70)[2](#ia5296e1b44a94a52b3cbaa715b55b86b_70)] [added: 202](#i938e60ee08f74a989780ebf5bbb52da6_76)[3](#i938e60ee08f74a989780ebf5bbb52da6_76)] | | | [removed: [33](#ia5296e1b44a94a52b3cbaa715b55b86b_70)] [added: [36](#i938e60ee08f74a989780ebf5bbb52da6_76)] | | |

| [Consolidated Statements of Earnings for the Years ended December 31, [removed: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_73) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_73)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_73)] [added: 202](#i938e60ee08f74a989780ebf5bbb52da6_79)[4](#i938e60ee08f74a989780ebf5bbb52da6_79)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_79)[3](#i938e60ee08f74a989780ebf5bbb52da6_79)[, and 202](#i938e60ee08f74a989780ebf5bbb52da6_79)[2](#i938e60ee08f74a989780ebf5bbb52da6_79)] | | | [removed: [34](#ia5296e1b44a94a52b3cbaa715b55b86b_73)] [added: [37](#i938e60ee08f74a989780ebf5bbb52da6_79)] | | |

| [Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_76) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_76)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_76)] [added: 202](#i938e60ee08f74a989780ebf5bbb52da6_82)[4](#i938e60ee08f74a989780ebf5bbb52da6_82)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_82)[3](#i938e60ee08f74a989780ebf5bbb52da6_82)[, and 202](#i938e60ee08f74a989780ebf5bbb52da6_82)[2](#i938e60ee08f74a989780ebf5bbb52da6_82)] | | | [removed: [35](#ia5296e1b44a94a52b3cbaa715b55b86b_76)] [added: [38](#i938e60ee08f74a989780ebf5bbb52da6_82)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years ended December 31, [removed: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_79) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_79)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_79)] [added: 202](#i938e60ee08f74a989780ebf5bbb52da6_85)[4](#i938e60ee08f74a989780ebf5bbb52da6_85)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_85)[3](#i938e60ee08f74a989780ebf5bbb52da6_85)[, and 202](#i938e60ee08f74a989780ebf5bbb52da6_85)[2](#i938e60ee08f74a989780ebf5bbb52da6_85)] | | | [removed: [36](#ia5296e1b44a94a52b3cbaa715b55b86b_79)] [added: [39](#i938e60ee08f74a989780ebf5bbb52da6_85)] | | |

| [Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 202](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[3](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[, 202](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[2,](#ia5296e1b44a94a52b3cbaa715b55b86b_82) [and 202](#ia5296e1b44a94a52b3cbaa715b55b86b_82)[1](#ia5296e1b44a94a52b3cbaa715b55b86b_82)] [added: 202](#i938e60ee08f74a989780ebf5bbb52da6_91)[4](#i938e60ee08f74a989780ebf5bbb52da6_91)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_91)[3](#i938e60ee08f74a989780ebf5bbb52da6_91)[, and 202](#i938e60ee08f74a989780ebf5bbb52da6_91)[2](#i938e60ee08f74a989780ebf5bbb52da6_91)] | | | [removed: [37](#ia5296e1b44a94a52b3cbaa715b55b86b_82)] [added: [40](#i938e60ee08f74a989780ebf5bbb52da6_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia5296e1b44a94a52b3cbaa715b55b86b_85)] [added: Statements](#i938e60ee08f74a989780ebf5bbb52da6_94)] | | | [removed: [38](#ia5296e1b44a94a52b3cbaa715b55b86b_85)] [added: [41](#i938e60ee08f74a989780ebf5bbb52da6_94)] | | |

We have audited the accompanying consolidated balance sheets of Roper Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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 four entities from its assessment of internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] because they were acquired by the Company in purchase business combinations during [removed: 2023.][added: 2024.]

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 less than 1% and approximately [removed: 2%] [added: 5%] of consolidated total assets and consolidated total revenues, respectively, as of and for the year ended December 31, [removed: 2023.][added: 2024.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] 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: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

*Acquisition of [removed: Syntellis Parent,] [added: RCP Vega Holdings,] LLC – Valuation of [removed: Amortizable] Customer Relationships*

As described in Notes 1 and 2 to the consolidated financial statements, [added: on August 20, 2024,] the Company acquired [removed: the outstanding membership interests of Syntellis Parent,] [added: RCP Vega Holdings,] LLC, the parent company of [removed: Syntellis Performance Solutions, LLC, on August 7, 2023,] [added: Transact Campus Inc.,] for a [added: net] purchase price of [removed: $1,381] [added: $1,607.0] million.

[removed: The] [added: Of the] acquired amortizable intangible [removed: assets include] [added: assets, $708.0 million of] customer relationships [removed: of $529 million.][added: were recorded.]

Under this [removed: methodology,] [added: methodology] the fair value is determined based on the estimated future after-tax cash flows arising from the acquired customer relationships over their estimated [added: useful] lives after considering customer attrition and contributory asset charges.

The principal considerations for our determination that performing procedures relating to the valuation of [removed: amortizable] customer relationships [added: acquired] in [removed: connection with] the acquisition of [removed: Syntellis Parent,] [added: RCP Vega Holdings,] LLC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: amortizable] customer [removed: relationships;] [added: relationships acquired;] (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.

These procedures [removed: included testing the effectiveness of controls relating to] [added: also included, among others (i) reading] the [removed: acquisition accounting, including controls over] [added: purchase agreement; (ii) testing] management’s [removed: valuation] [added: process for developing the fair value estimate] of the [removed: acquired amortizable] customer relationships [added: acquired; (iii) evaluating the appropriateness of the excess earnings method used by management; (iv) testing the completeness] and [added: accuracy of] the [removed: development] [added: underlying data used in the excess earnings method; and (v) evaluating the reasonableness] of the significant assumptions used by management related to the customer attrition rate, projected customer revenue growth rates, margins, contributory asset charges, and discount rate.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the [removed: amortizable] customer [removed: relationships;] [added: relationships acquired;] (iii) evaluating the appropriateness of the excess earnings [removed: method;] [added: method used by management;] (iv) testing the completeness and accuracy of the underlying data used in the excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to the customer attrition rate, projected customer revenue growth rates, margins, [removed: contributory asset charges,] and discount rate.

Evaluating management’s [removed: significant] assumptions related to projected customer revenue growth rates and margins involved [removed: evaluating whether the assumptions used by management were reasonable] considering (i) the current and [removed: historical] [added: past] performance of the [removed: acquired] [added: Genesis Ultimate Holding Co.] business; (ii) the consistency with external [removed: industry and] market [added: and industry] data; and (iii) whether [removed: these] [added: the] 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 [removed: Company’s] excess earnings method and (ii) the reasonableness of [removed: significant assumptions related to] the customer attrition rate, contributory asset charges, and discount [removed: rate.][added: rate assumptions.]

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

| Cash and cash equivalents | | | $ | [removed: 214.3] [added: 188.2] | | | | | $ | [removed: 792.8] [added: 214.3] | |

| Accounts receivable, net | | | [removed: 829.9] [added: 885.1] | | | | | | [removed: 724.5] [added: 829.9] | | |

| Inventories, net | | | [removed: 118.6] [added: 120.8] | | | | | | [removed: 111.3] [added: 118.6] | | |

| Income taxes receivable | | | [removed: 47.7] [added: 25.6] | | | | | | [removed: 61.0] [added: 47.7] | | |

| Unbilled receivables | | | [removed: 106.4] [added: 127.3] | | | | | | [removed: 91.5] [added: 106.4] | | |

| [removed: Other] [added: Prepaid expenses and other] current assets | | | [removed: 164.5] [added: 195.7] | | | | | | [removed: 151.3] [added: 164.5] | | |

| Total current assets | | | [removed: 1,481.4] [added: 1,542.7] | | | | | | [removed: 1,932.4] [added: 1,481.4] | | |

| Property, plant and equipment, net | | | [removed: 119.6] [added: 149.7] | | | | | | [removed: 85.3] [added: 119.6] | | |

| Goodwill | | | [removed: 17,118.8] [added: 19,312.9] | | | | | | [removed: 15,946.1] [added: 17,118.8] | | |

| Other intangible assets, net | | | [removed: 8,212.1] [added: 9,059.6] | | | | | | [removed: 8,030.7] [added: 8,212.1] | | |

| Deferred taxes | | | [removed: 32.2] [added: 54.1] | | | | | | [removed: 55.9] [added: 32.2] | | |

| Equity investments | | | [removed: 795.7] [added: 772.3] | | | | | | [removed: 535.0] [added: 795.7] | | |

| Other assets | | | [removed: 407.7] [added: 443.4] | | | | | | [removed: 395.4] [added: 407.7] | | |

| Total assets | | | $ | [removed: 28,167.5] [added: 31,334.7] | | | | | $ | [removed: 26,980.8] [added: 28,167.5] | |

| Accounts payable | | | $ | [removed: 143.0] [added: 148.1] | | | | | $ | [removed: 122.6] [added: 143.0] | |

*Acquisition of Genesis Ultimate Holding Co. – Valuation of Customer Relationships*

As described in Notes 1 and 2 to the consolidated financial statements, on February 26, 2024, the Company acquired Genesis Ultimate Holding Co., the parent company of Procare Software, LLC, for a net purchase price of $1,860.0 million.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships acquired in the acquisition of Genesis Ultimate Holding Co. is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships acquired; (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, and discount rate; 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 the acquisition accounting, including controls over management’s valuation of the customer relationships acquired.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the excess earnings method and (ii) the reasonableness of the customer attrition rate and discount rate assumptions.

Of the acquired amortizable intangible assets, $656.0 million of customer relationships were recorded.

Under this methodology, the fair value is determined by management based on the estimated future after-tax cash flows arising from the acquired customer relationships over their estimated useful lives after considering customer attrition and contributory asset charges.

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

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships acquired.

Evaluating management’s assumptions related to projected customer revenue growth rates and margins involved considering (i) the current and past performance of the RCP Vega Holdings, LLC business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

February 24, 2025

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Net earnings | | | $ | 1,549.3 | | | | | $ | 1,384.2 | | | | | $ | 4,544.7 | |

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

| Treasury stock sold | | | — | | | | | | — | | | | | | 18.2 | | | | | | — | | | | | | — | | | | | | 0.3 | | | | | | 18.5 | | |

| Balances at December 31, 2024 | | | 107.3 | | | | | | $ | 1.1 | | | | | $ | 3,014.6 | | | | | $ | 16,034.9 | | | | | $ | (166.5) | | | | | $ | (16.5) | | | | | $ | 18,867.6 | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Income tax provision | | | 417.9 | | | | | | 374.7 | | | | | | 296.4 | | |

| Prepaid expenses and other current assets | | | (19.5) | | | | | | (4.3) | | | | | | (12.8) | | |

| Other, net | | | (5.6) | | | | | | (15.5) | | | | | | (5.2) | | |

| Proceeds from sale of equity investment | | | 245.6 | | | | | | — | | | | | | — | | |

| Proceeds from senior notes | | | 2,000.0 | | | | | | — | | | | | | — | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Refer to Note 10 for information regarding Roper’s minority equity interest in Indicor.

The Company adopted this update for the year ended December 31, 2024.

Refer to Note 14 for the inclusion of the new required disclosures.

This ASU will likely result in additional disclosures.

We are currently evaluating the provisions of this ASU.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (ASU 2024-03), which requires the disclosure of additional information about specific categories of costs and expenses in the notes to consolidated financial statements.

This ASU will likely result in additional disclosures.

We are currently evaluating the provisions of this ASU.

Potentially dilutive common stock consisted of stock options and restricted stock awards.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

In November 2024, Roper completed the sale of this equity investment in Certinia for cash proceeds of $245.6.

Prior to the sale of our equity investment in Certinia, our equity interest provided us with the ability to exercise significant influence, but not control, over the investee.

The fair value for customer relationships is determined as of the acquisition date using the excess earnings method.

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.

| Recurring | | | | | | $ | 2,880.0 | | | | | $ | 1,070.1 | | | | | $ | 26.1 | | | | | $ | 3,976.2 | |

| Reoccurring | | | | | | 353.9 | | | | | | 270.3 | | | | | | — | | | | | | 624.2 | | |

| Non-recurring | | | | | | 634.4 | | | | | | 135.2 | | | | | | — | | | | | | 769.6 | | |

| | | | | | |

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

February 22, 2024

| Impairment of intangible assets | | | — | | | | | | — | | | | | | 94.4 | | |

| Balances at December 31, 2020 | | | 104.9 | | | | | | $ | 1.1 | | | | | $ | 2,097.5 | | | | | $ | 8,546.2 | | | | | $ | (147.0) | | | | | $ | (18.0) | | | | | $ | 10,479.8 | |

| Cash settlement of share-based awards in connection with disposition of discontinued operations | | | — | | | | | | — | | | | | | (6.7) | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.7) | | |

| Treasury stock sold | | | — | | | | | | — | | | | | | 14.7 | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | 15.1 | | |

| Gain on disposal of assets, net of associated income tax | | | — | | | | | | — | | | | | | (21.6) | | |

| Income tax provision, excluding tax associated with gain on disposal of assets | | | 374.7 | | | | | | 296.4 | | | | | | 221.1 | | |

| Other, net | | | (19.8) | | | | | | (18.0) | | | | | | (36.7) | | |

| Proceeds from sale of assets | | | — | | | | | | — | | | | | | 27.1 | | |

| Interest | | | $ | 201.9 | | | | | $ | 206.5 | | | | | $ | 222.2 | |

In October 2021, the FASB issued an update to improve the accounting for acquired revenue contracts with customers in a business combination by promoting consistency in the recognition of an acquired contract liability and the subsequent revenue recognized by the acquirer.

The Company early-adopted this update in the fourth quarter of 2021.

This update did not have a material impact on the acquisitions completed in the year of adoption.

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.

Amortization of intangible assets, if applicable, occurs over their estimated useful lives.

conditions, recent sales trends, discussions with customers, planned timing of new product launches, or other variables.

During the fourth quarter of 2021, the Company determined that 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 “Impairment of intangible assets” within our Consolidated Statement of Earnings.

| Recurring | | | | | | $ | 1,708.0 | | | | | $ | 837.5 | | | | | $ | 7.8 | | | | | $ | 2,553.3 | |

| Reoccurring | | | | | | 111.4 | | | | | | 249.5 | | | | | | — | | | | | | 360.9 | | |

| Non-recurring | | | | | | 547.3 | | | | | | 136.8 | | | | | | 0.8 | | | | | | 684.9 | | |

| Total Software Revenue | | | | | | 2,366.7 | | | | | | 1,223.8 | | | | | | 8.6 | | | | | | 3,599.1 | | |

| Total Revenue | | | | | | $ | 2,366.7 | | | | | $ | 1,223.8 | | | | | $ | 1,243.3 | | | | | $ | 4,833.8 | |

Acquisitions

The Company’s 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 which is reported as a component of “Equity investments” in our Consolidated Balance Sheet.

On January 22, 2024, Roper entered into an agreement to acquire Genesis Ultimate Holding Co., the parent company of Procare Software, LLC (“Procare”) for a purchase price of approximately $1,860, which contemplates a net present value tax benefit of approximately $110.

Procare is a leading provider of cloud-based software for the management of early childhood education centers.

This acquisition is expected to close in the first quarter of 2024.

On November 18, 2021, Roper acquired substantially all of the assets of Agency Zoom, LLC (“Agency Zoom”), a provider of sales, marketing, and service automation software solutions for insurance agencies.

On December 21, 2021, Roper acquired a majority of the assets of The Construction Journal, LTD. (“Construction Journal”), a provider of selling, marketing, and licensing software solutions for the commercial construction industry.

On December 30, 2021, Roper acquired 100% of the shares of American LegalNet, Inc. (“ALN”), a provider of court forms, eFiling, calendaring, and docketing software solutions.

Dispositions

On March 17, 2021, Roper completed the sale of a minority investment in Sedaru, Inc. for $27.1 in cash.

These transactions have greatly reduced the cyclicality and asset intensity of the Company.

In addition, the Company has an increased mix of recurring revenue and a higher margin profile.

Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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 four acquisitions completed during [removed: 2023] [added: 2024] from its assessment of internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

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 less than 1%, and whose aggregate total revenues represent approximately [removed: 2%,] [added: 5%,] of the related Consolidated Financial Statement amounts as of and for the year ended December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

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, summarized, and [removed: reported,] [added: 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: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.

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: (“2024] [added: (“2025] 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:

The information about our directors required by this *Item 10 - Directors, Executive Officers and Corporate Governance* is contained in the [removed: 2024] [added: 2025] Proxy Statement under the caption “Proposal 1: Election of Directors.”

Information regarding our audit committee is contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Corporate Governance” and “Board Committees and Meetings.”

*Securities Transaction Compliance Program*

Roper has adopted a securities transaction compliance program applicable to its directors, officers and employees, and has implemented procedures for Roper, governing the purchase, sale, and other disposition of Roper’s securities.

Roper believes its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Roper.

A copy of the Roper Technologies, Inc. Securities Transaction Compliance Program is filed as Exhibit 19.1 to this Annual Report.

The information required by this *Item 11 - Executive Compensation* is contained in the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement under the caption “Beneficial Ownership.”

The following table provides information as of December 31, [removed: 2023] [added: 2024] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:

| Restricted stock awards (2) | | | [removed: 0.440] [added: 0.555] | | | | | | — | | | | | | | | |

| Stock options | | | 2.480 | | | | | | $ | 368.57 | | | | | | | |

| Subtotal | | | 3.035 | | | | | | | | | | | | 5.902 | | |

| Total | | | 3.035 | | | | | | $ | — | | | | | 5.902 | | |

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

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

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

The information required by this *Item 13 - Certain Relationships and Related Transactions, and Director Independence* is contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Director Independence” and “Review and Approval of Related Person Transactions.”

The information required by this *Item 14 - Principal Accountant Fees and Services* is contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, [removed: 2024”] [added: 2025”] and “Independent Public Accountant’s Fees.”

Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Earnings for the Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income for the Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Stockholders’ Equity for the Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

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

| [removed: (c)3.1] [added: (b)3.1] | | | | | | [Amended and [removed: R](http://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm)[estated] [added: Restated] Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm) [effective] [added: Incorporation effective] as of June [removed: 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)] [added: 13, 2023.](https://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm)] | | |

| [removed: (d)3.2] [added: (c)3.2] | | | | | | [Amended and Restated [removed: By-Laws.](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex31.htm)] [added: By-Laws.](https://www.sec.gov/Archives/edgar/data/882835/000119312524253130/d876994dex31.htm)] | | |

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

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

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

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

| [removed: (i)4.5] [added: (h)4.5] | | | | | | [Form of 3.850% Senior Notes due [removed: 2025.](http://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] | | |

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

| [removed: (k)4.7] [added: (j)4.7] | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] | | |

| (k)4.8 | | | | | | [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)] | | |

| (l)4.9 | | | | | | [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: (m)4.10] [added: (l)4.10] | | | | | | [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: (m)4.11] [added: (l)4.11] | | | | | | [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)] | | |

| (m)4.12 | | | | | | [Form [removed: of 1.750%] [added: of](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm) [4.50](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[0%] Senior Notes due [removed: 2031.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 20](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[29](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)] | | |

| [removed: 4.13] [added: 4.15] | | | | | | [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/882835/000088283524000008/descriptionoftheregistrant.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/descriptionoftheregistrant.htm)] | | |

| (n)10.1 | | | | | | [Employee Stock Purchase Plan, [removed: 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)] [added: as Amended and Restated. †](https://www.sec.gov/Archives/edgar/data/0000882835/000088283524000037/esppamendedandrestatedeffj.htm)] | | |

| [removed: (p)10.3] [added: (o)10.2] | | | | | | [Non-Qualified Retirement Plan, [removed: 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)] [added: as Amended and Restated. †](https://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm)] | | |

| [removed: (q)10.4] [added: (p)10.3] | | | | | | [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](http://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm) [Bank,] [added: U.S. Bank,] National Association, as documentation [removed: agents.](http://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm)] [added: agents.](https://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm)] | | |

| [removed: (r)10.5] [added: (q)10.4] | | | | | | [Amended and Restated 2006 Incentive Plan. [removed: †](http://www.sec.gov/Archives/edgar/data/882835/000119312512194999/d335097ddef14a.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000119312512194999/d335097ddef14a.htm)] | | |

| [removed: (s)10.6] [added: (r)10.5] | | | | | | [Form of Non-Statutory Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm)[,](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm) [under] [added: Agreement, under] the [removed: 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)] [added: 2006 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm)] | | |

| [removed: (t)10.7] [added: (s)10.6] | | | | | | [removed: [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] [added: [Offer Letter] to John K. Stipancich. [removed: †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm)] | | |

| [removed: (u)10.8] [added: (t)10.7] | | | | | | [Form of director and [removed: 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)] [added: officer Indemnification Agreement. †](https://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm)] | | |

| [removed: (v)10.9] [added: (u)10.8] | | | | | | [2016 Incentive Plan. [removed: †](http://www.sec.gov/Archives/edgar/data/882835/000119312516556402/d81578ddef14a.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000119312516556402/d81578ddef14a.htm)] | | |

| [removed: (w)10.10] [added: (v)10.9] | | | | | | [Amendment No. 1 to the 2016 Incentive [removed: 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)] [added: Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm)] | | |

| [removed: (x)10.11] [added: (v)10.10] | | | | | | [Form of [removed: 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] [added: Cash-Settled] Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. [removed: †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm)] | | |

| [removed: (y)10.12] [added: (w)10.11] | | | | | | [Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive [removed: 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)] [added: Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm)] | | |

| [removed: (z)10.13] [added: (w)10.13] | | | | | | [Form of [added: Performance-Based] Restricted Stock Award Agreement, under the 2016 Incentive [removed: 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)] [added: Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm)] | | |

| [removed: (aa)10.14] [added: (w)10.12] | | | | | | [Form [removed: of 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] [added: of](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm) [Time-Based](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm) [Restricted] Stock Award Agreement, under the 2016 Incentive [removed: 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)] [added: Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm)] | | |

| [removed: (bb)10.15] [added: (x)10.14] | | | | | | [Offer Letter to Neil Hunn. [removed: †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1022.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1022.htm)] | | |

| [removed: (cc)10.16] [added: (y)10.15] | | | | | | [Long-Term Incentive Opportunity Agreement for Neil Hunn. [removed: †](http://www.sec.gov/Archives/edgar/data/882835/000088283519000051/a8-k112619hunnperflett.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000051/a8-k112619hunnperflett.htm)] | | |

| [removed: (ee)10.18] [added: (z)10.16] | | | | | | [2021 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex101.htm) | | |

| [removed: (ff)10.19] [added: (z)10.17] | | | | | | [Form of [removed: Performance](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)[\-](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)[Based] [added: Performance-Based] Restricted Stock Award Agreement, under the 2021 Incentive [removed: 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)] [added: Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)] | | |

| [removed: (ff)10.20] [added: (z)10.18] | | | | | | [Form of Non-Statutory Stock Option Agreement, under the 2021 Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex103.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex103.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex103.htm)] [added: Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex103.htm)] | | |

| [removed: (ff)10.21] [added: (z)10.19] | | | | | | [Form [removed: of Restricted] [added: of](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex104.htm) [Time-Based](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex104.htm) [Restricted] Stock Award Agreement, under the 2021 Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex104.htm) [](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex104.htm)[†](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex104.htm)] [added: Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex104.htm)] | | |

| (m)4.13 | | | | | | [Form of 4.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[75](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[0% Senior Notes due 20](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[32](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm) | | |

| (m)4.14 | | | | | | [Form of 4.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[9](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[00% Senior Notes due 20](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[34](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm) | | |

| (bb)10.21 | | | | | | [Form of Time-Based Restricted Stock Unit Award Agreement,](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperrsuawardag.htm) [for use commencing in 2024](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperrsuawardag.htm) [under the 2021 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperrsuawardag.htm) | | |

| (bb)10.22 | | | | | | [Form of Executive Officer Performance Share Unit Award Agreement,](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperexecutiveo.htm) [for use commencing in 2024](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperexecutiveo.htm) [under the 2021 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperexecutiveo.htm) | | |

| (bb)10.23 | | | | | | [Form of Senior Management Performance Share Unit Award Agreement,](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperseniormana.htm) [for use commencing in 2024](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperseniormana.htm) [under the 2021 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283524000018/a2024formofroperseniormana.htm) | | |

| 19.1 | | | | | | [Roper Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/securitiescomplianceprogram.htm) [Securities Transaction Compliance](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/securitiescomplianceprogram.htm) [](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/securitiescomplianceprogram.htm)[P](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/securitiescomplianceprogram.htm)[rogram](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/securitiescomplianceprogram.htm)[, filed herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/securitiescomplianceprogram.htm) | | |

| (b)2.2 | | | | | | [Equity Purchase and Merger Agreement by and among the Company, Roper T2 LLC, Project Franklin Merger Sub LLC, Frontline Technologies 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) | | |

| (o)10.2 | | | | | | [First Amendment to Roper Technologies, Inc. Employee Stock Purchase Plan (](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, 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) | | |

| (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) | | |

| ff) | | | | | | Incorporated herein by reference to Exhibits 10.2, 10.3, and 10.4 to the Company’s Current Report on Form 8-K filed June 14, 2021 (file no. 1-12273). | | |

| gg) | | | | | | Incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2021 (file no. 1-12273). | | |

| hh) | | | | | | Incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2021 (file no. 1-12273). | | |

| ii) | | | | | | Incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2021 (file no. 1-12273). | | |

| jj) | | | | | | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed December 15, 2022 (file no. 1-12273). | | |

| kk) | | | | | | Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed December 15, 2022 (file no. 1-12273). | | |

| By: | | | | | | /s/ L. Neil Hunn | | | [added: | | |] February [removed: 22, 2024] [added: 24, 2025] | | |

| | | | | | | L. Neil Hunn, President and Chief Executive Officer | | | | | | [added: | | |]

| /s/ L. NEIL HUNN | | | | | | President and Chief Executive Officer | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ JASON P. CONLEY | | | | | | Executive Vice President and Chief Financial Officer | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ BRANDON CROSS | | | | | | Vice President and Corporate Controller | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ AMY WOODS BRINKLEY | | | | | | Chair of the Board of Directors | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ SHELLYE L. ARCHAMBEAU | | | | | | Director | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ IRENE M. ESTEVES | | | | | | Director | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ ROBERT D. JOHNSON | | | | | | Director | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ THOMAS P. JOYCE, JR. | | | | | | Director | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ LAURA G. THATCHER | | | | | | Director | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ RICHARD F. WALLMAN | | | | | | Director | | | February [removed: 22, 2024] [added: 24, 2025] | | |

| /s/ CHRISTOPHER WRIGHT | | | | | | Director | | | February [removed: 22, 2024] [added: 24, 2025] | | |

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| /s/ JOHN F. MURPHY | | | | | | Director | | | February 24, 2025 | | |

| John F. Murphy | | | | | | | | | | | |

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