Roper Technologies (ROP) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A49 rewritten17 added6 removed138 unchanged
All filing items764 rewritten255 added229 removed1,302 unchanged
Summary
counted, not written
- Item 1A lists 24 risk factor headings: 1 new, 2 reworded and 21 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 255 added, 229 removed, 764 rewritten and 1,302 unchanged across 20 items that differ.
New Item 1A headings (1)
- Regulation limiting or controlling the use of AI may restrict our ability to use AI, our ability to create new products, and create increased compliance costs.AI
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (2)
- We use
[removed: artificial intelligence][added: AI] in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. - Our
[removed: operating][added: non-operating] results may be adversely impacted by the performance of Indicor, in which we own a minority interest.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
49 rewritten, 17 added, 6 removed, 138 unchanged
Although our management will endeavor to evaluate the risks inherent in any particular transaction, including but not limited to cybersecurity [removed: risks,] [added: risks and susceptibility to market disruption from AI or otherwise,] there are no assurances that we will properly ascertain all such risks.
Despite our efforts to protect proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or [removed: technology.][added: technology, including through misappropriation through contractors or other third parties.]
Actions to enforce these rights may result in substantial costs and diversion of resources, and we make no assurances that any such actions will be [removed: successful.][added: successful, particularly given evolving uncertainty regarding protection and ownership of AI-assisted outputs.]
Our compliance, [removed: cyber] [added: cybersecurity] and data privacy programs, cybersecurity technology, and risk management cannot eliminate all system risk.
Cybersecurity [removed: incidents,] [added: incidents including] ransomware attacks, [removed: systems disruptions or interruptions, cyberattacks, configuration or human error,] insider [removed: threat, and/or other external hazards or threats] [added: threats, system disruptions, and configuration errors] could result in the misappropriation [removed: of assets] or [removed: information,] corruption of [removed: data,] [added: data and assets,] or disruptions [removed: in] [added: to] our business strategy, results of operations, and financial [removed: condition.][added: condition, and may require notification to customers and regulators with associated investigation, remediation, and monitoring obligations.]
These disruptions may include, but are not limited to, interruptions to business operations, loss of intellectual property, release of confidential information, [removed: malicious] alteration or corruption of data or systems, costs related to remediation or the payment of ransom, litigation [removed: including] [added: (including] individual [removed: claims or] [added: claims,] consumer class actions, [added: or] commercial [removed: litigation,] [added: litigation),] administrative, [removed: and civil] [added: civil,] or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, and [removed: possible] prolonged negative publicity.
We rely on business partners such as third-party data centers and cloud platforms, such as Amazon Web Services, Google Cloud Platform, [removed: and] Microsoft [removed: Azure] [added: Azure, and Oracle Cloud] to host certain enterprise and customer systems.
Our ability to monitor such third parties’ security measures and the full impact of the systemic risk is [removed: limited.][added: limited, and concentration with a limited number of providers increases exposure to outages and pricing changes.]
Global cybersecurity threats are rapidly evolving and attacks to [added: identities,] 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.
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,] cybersecurity incidents, [removed: or other security compromises,] and such [removed: 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.
The potential consequences of a material cybersecurity incident include financial loss, reputational damage, damage to our IT systems, data loss, [removed: litigation with third parties,] [added: litigation,] theft of intellectual property, [added: regulatory] fines, customer attrition, diminution in the value of our [removed: investment] [added: investments] in research and [removed: development,] [added: development (“R&D”),] and increased cybersecurity protection and remediation [removed: costs due to the increasing sophistication and proliferation of threats,] [added: costs,] which [removed: in turn] [added: may not be fully covered by insurance and] could adversely affect our competitiveness and results of operations.
[added: 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.
We currently have product liability insurance; however, we may not be able to maintain our insurance at a reasonable cost or in amounts sufficient to adequately protect us against [removed: losses.][added: losses, and alleged defects or vulnerabilities in products may lead to claims for data loss, business interruption, or privacy violations that may not be fully covered by insurance.]
Additionally, many of our [removed: customers are] [added: products support projects for] government entities.
In many situations, government entities can unilaterally terminate or modify [removed: our] existing contracts without cause and without penalty to the government [removed: agency.][added: agency, and government contracts may be subject to specialized compliance obligations, audits, investigations, and bid processes that can delay awards and increase costs.]
Sales by our operating companies whose functional currency is not the U.S. dollar represented 9% [removed: and 11%] of our total net revenues for [added: both] the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
In addition, new competitors may emerge, and product lines may be threatened by new [removed: technologies] [added: technologies, including AI,] or market trends that reduce the value of these product lines.
In addition, we had approximately [removed: $3,369] [added: $2,644] of undrawn availability under our unsecured revolving credit facility.
At December 31, [removed: 2024,] [added: 2025,] goodwill totaled [removed: $19,312.9] [added: $21,341.2 as] compared to [removed: $18,867.6] [added: $19,881.5] of total stockholders’ equity, and represented [added: approximately] 62% of our total assets of [removed: $31,334.7.][added: $34,577.0.]
The future success of our business will depend, in part, on our ability to design and manufacture new competitive products, including the development of software, and to enhance existing product and software [removed: offerings.][added: offerings, including through the development and deployment of AI.]
Changes in the supply of, or price for, raw materials, [removed: parts] [added: parts,] and components used in our products, or third-party services used in the delivery of our SaaS solutions could affect our business.
In addition, some of our products are provided by sole source suppliers and our SaaS offerings are increasingly reliant on a limited number of third-party cloud computing [removed: platforms.][added: platforms, and transitioning to alternative suppliers or platforms may require significant time, redesign, and capital investment, or may not be feasible for certain products or services.]
Any [removed: change] [added: changes] in the supply of, or price for, these parts and components, as well as any increases in commodity [removed: prices] [added: prices,] or the price and availability of, or any decrease in the reliability of, third-party cloud computing platforms could affect our business, financial condition, and results of operations.
Our [removed: operating] [added: non-operating] results may be adversely impacted by the performance of Indicor, in which we own a minority interest.
In addition, Indicor is an industrial [removed: business] [added: company] that is subject to risks that are different than the risks associated with our existing businesses.
Many of these risks are outside of CD&R’s or Indicor’s control and could [added: materially impact Indicor’s business, financial condition, and results of operations.]
See Note [removed: 10] [added: 9] of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment.
We use [removed: artificial intelligence] [added: AI] in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
We are increasingly incorporating [removed: artificial intelligence (“AI”)] [added: AI] solutions into our platforms, offerings, services, and operations, and we expect that AI will [added: continue to] become [added: a] more [removed: important to] [added: integral part of] our [removed: company] [added: business] over time.
Our [removed: competitors] [added: competitors, AI companies,] or other third parties may incorporate AI into their products or operations more quickly or successfully than us, 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.
[removed: Additionally,] [added: Furthermore,] if we use AI that is based on data, algorithms, or other inputs that are flawed, or if the AI assists in producing content, analyses, or recommendations that are or are alleged to be deficient, inaccurate, violative of third-party intellectual property, or biased, our business, financial condition, and results of operations may be adversely affected.
The use of AI applications [removed: has resulted in, and] may [removed: in the future] result [removed: in,] [added: in] cybersecurity incidents that implicate the personal data of end users of such applications.
AI also presents emerging ethical issues, and if our use of AI becomes [removed: controversial] [added: controversial,] we may experience brand, reputational, or competitive harm, or legal liability.
We [removed: may be affected by] [added: are subject to an evolving landscape of] laws and regulations [removed: that govern] [added: governing] the use of AI.
[removed: These and other] [added: Regulatory uncertainty regarding how these] laws [removed: or regulations] [added: will be interpreted and enforced creates additional compliance challenges, and] may cause us to modify our data handling and compliance practices, [removed: which could be costly or disruptive to our operations, and may also impact] [added: limit] our ability to use certain data to support our products or [removed: our] product development [removed: efforts or] [added: efforts,] hinder our customers’ ability to adopt or continue to use our [removed: products.][added: products, or require us to cease offering or using certain AI-enabled features or services in particular jurisdictions.]
In the U.S., [removed: at least 20] [added: a growing number of] states have individually passed comprehensive privacy legislation in directly regulating the collection, use, and sharing of personal information.
In addition, there has been an increased focus on industry-specific privacy laws, including in the [added: housing,] financial, healthcare, and educational sectors.
Globally, personal information collected within the European Union and [added: the] United Kingdom remains subject to the GDPR, which is a UK and European Union-wide legal framework that governs data collection, use, and sharing of an individual’s personal data and creates a range of consumer privacy rights.
[added: GDPR provides significant penalties for non-compliance (up to 4% of] global annual revenue) and EU data protection authorities have already issued significant fines.
The interpretation and application of consumer and data protection laws and industry standards in the U.S., Europe, and elsewhere can be uncertain and currently is in [removed: flux.][added: flux, including standards that may require contractual updates, technical safeguards, and other measures.]
Credential compromise and identity-based attacks represent risks, and while we deploy identity threat protection and multi-factor authentication across our enterprise systems, determined attackers may still gain unauthorized access through sophisticated credential theft, session hijacking, social engineering, or privilege escalation techniques.
While we have experienced disruptions, and our Vertafore business was previously subject to litigation regarding the exposure of data which was dismissed, none of these matters had a significant impact on our business.
Our software development and business operations rely on open-source components, third-party software libraries, and vendor dependencies that could contain undisclosed vulnerabilities, be subject to supply chain attacks, or become unavailable, potentially affecting our products, hosted services, and internal systems.
We face emerging risks from AI-powered attacks, including deepfakes used to impersonate executives or customers, AI-assisted social engineering, prompt injection attempts against AI systems, and data poisoning targeting machine learning models.
These sophisticated attack techniques may bypass traditional security controls.
Additionally, zero-day vulnerabilities, which are previously unknown security flaws with no available patches, pose risks that cannot be fully mitigated through our standard vulnerability management processes, requiring rapid detection and response capabilities to minimize potential damage.
The rapid pace of AI advancement may make it difficult to maintain competitive advantages, and AI capabilities could quickly become commoditized, reducing our ability to differentiate our offerings.
Additionally, we may face challenges in protecting AI-generated innovations as intellectual property protections for AI-created materials remain uncertain in many jurisdictions.
Competitors may be able to reverse-engineer or replicate our AI capabilities, and questions regarding ownership of AI-generated content or inventions could create legal uncertainties.
We rely on third-party AI platforms and services, including proprietary and open-source large language models and other AI technologies provided by companies such as OpenAI, Anthropic, Google, and Microsoft.
These providers may change their terms of service, increase pricing, discontinue services, experience outages, decline to provide certain indemnities, or make changes to their AI models that adversely affect our products or operations.
As AI becomes more central to our offerings, our exposure to pricing changes from these providers increases, and we may not be able to pass such cost increases on to our customers.
We have limited control over these third-party AI systems and their updates, and any disruption in access to these services could have a significant impact on our business.
As of December 31, 2025, our total consolidated debt excluding unamortized debt issuance costs was $9,355.9.
Regulation limiting or controlling the use of AI may restrict our ability to use AI, our ability to create new products, and create increased compliance costs.
The EU AI Act classifies AI systems by risk level and may prohibit certain high-risk applications, requiring significant change to product design, documentation, governance processes, and risk management practices to achieve compliance.
In the U.S., several states, including Colorado and California, have enacted or are considering AI-specific regulations addressing transparency, bias, and accountability, particularly in the housing and employment fields.
Any imposition of liability, particularly liability
As of December 31, 2024, we had $7,623.0 in total consolidated indebtedness.
materially impact Indicor’s business, financial condition, and results of operations.
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.
GDPR provides significant penalties for non-compliance (up to 4% of
- partial or total expropriation;
An excerpt. Shown here: 40 of 49 rewritten, all 17 added and all 6 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
100 rewritten, 44 added, 26 removed, 123 unchanged
[removed: All currency amounts] [added: Amounts] are in millions unless [removed: specified][added: specified, except per share data]
This item generally discusses our [removed: 2024] [added: 2025] results compared to our [removed: 2023] [added: 2024] results.
Discussions of our [removed: 2023] [added: 2024] results compared to our [removed: 2022] [added: 2023] results can be found within Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]
In November 2022, Roper completed the divestiture of a majority 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 segment (collectively “Indicor”), to [removed: Clayton, Dubilier & Rice, LLC.][added: CD&R.]
See Note [removed: 10] [added: 9] of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding Roper’s minority equity interest in Indicor.
The financial results of Indicor [removed: and the 2021 Divestitures] are reported as discontinued operations for all periods presented.
[removed: Refer to] [added: See] Note [removed: 3] [added: 8] of the Notes to Consolidated Financial Statements included in this Annual Report for [removed: further] [added: additional] information regarding [removed: discontinued operations.][added: our debt.]
–Application Software—Aderant, [added: CentralReach,] Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, Procare, Strata, Transact/CBORD, [removed: Vertafore][added: and Vertafore;]
–Network Software—ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, [removed: Loadlink,] MHA, SHP, [removed: SoftWriters][added: SoftWriters, and Subsplash;]
–Technology Enabled Products—CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, [removed: Verathon][added: and 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: 2024] [added: 2025] included in this Annual Report.
GAAP offers acceptable alternative methods for accounting for certain issues affecting our financial results, such as determining inventory cost, depreciating long-lived [removed: assets] [added: assets,] and recognizing revenue.
Other than the changes during 2023 as further described in Note [removed: 10] [added: 9] 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 [removed: 2024] [added: 2025] effective income tax rate was [removed: 21.2%] [added: 20.6%] and our [removed: 2023] [added: 2024] effective income tax rate was [removed: 21.5%.][added: 21.2%.]
We expect the effective tax rate for [removed: 2025] [added: 2026] to be approximately 21% to 22%.
As of the annual impairment test, Roper has [removed: 23] [added: 25] reporting units with individual goodwill amounts ranging from $17.5 to [removed: $3,363.7.][added: $3,371.9.]
In [removed: 2024,] [added: 2025,] the Company performed its annual impairment test in the fourth quarter for all reporting units.
The Company determined that impairment of goodwill was not likely in any of its reporting units and thus was not required to perform a quantitative assessment for these reporting units as of October 1, [removed: 2024.][added: 2025.]
As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Roper held a [removed: 45.5%] [added: 43.8%] and [removed: 47.3%] [added: 45.5%] minority equity interest in Indicor Equity, LLC, respectively.
Any changes to the valuation estimates or assumptions, as described further in Note [removed: 10] [added: 9] of the Notes to Consolidated Financial Statements included in this Annual Report, could produce significantly different results.
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Application Software (1) | | | $ | [removed: 3,868.3] [added: 4,483.0] | | | | | $ | [removed: 3,186.9] [added: 3,868.3] | | | | | $ | [removed: 2,639.5] [added: 3,186.9] | |
| Network Software (2) | | | [removed: 1,475.6] [added: 1,600.8] | | | | | | [removed: 1,439.4] [added: 1,475.6] | | | | | | [removed: 1,378.5] [added: 1,439.4] | | |
| Technology Enabled Products [added: (3)] | | | [removed: 1,695.3] [added: 1,818.7] | | | | | | [removed: 1,551.5] [added: 1,695.3] | | | | | | [removed: 1,353.8] [added: 1,551.5] | | |
| Total [removed: consolidated] | | | $ | [removed: 7,039.2] [added: 7,902.5] | | | | | $ | [removed: 6,177.8] [added: 7,039.2] | | | | | $ | [removed: 5,371.8] [added: 6,177.8] | |
| Application Software | | | [removed: 68.4] [added: 68.5] | | % | | | | [removed: 68.9] [added: 68.4] | | % | | | | [removed: 68.8] [added: 68.9] | | % |
| Network Software | | | [removed: 85.0] [added: 84.1] | | % | | | | [removed: 85.1] [added: 85.0] | | % | | | | [removed: 84.6] [added: 85.1] | | % |
| Technology Enabled Products | | | [removed: 57.6] [added: 58.1] | | % | | | | [removed: 57.1] [added: 57.6] | | % | | | | [removed: 56.9] [added: 57.1] | | % |
| Total [removed: consolidated] | | | [removed: 69.3] [added: 69.2] | | % | | | | [removed: 69.7] [added: 69.3] | | % | | | | [removed: 69.9] [added: 69.7] | | % |
| Application Software | | | [removed: (42.0)] [added: (41.6)] | | % | | | | [removed: (43.1)] [added: (42.0)] | | % | | | | [removed: (41.8)] [added: (43.1)] | | % |
| Network Software | | | [removed: (39.9)] [added: (40.6)] | | % | | | | [removed: (41.2)] [added: (39.9)] | | % | | | | [removed: (43.2)] [added: (41.2)] | | % |
| Technology Enabled Products | | | [removed: (23.7)] [added: (23.6)] | | % | | | | (23.7) | | % | | | | [removed: (23.8)] [added: (23.7)] | | % |
| Total [removed: consolidated] | | | [removed: (37.1)] [added: (37.3)] | | % | | | | [removed: (37.8)] [added: (37.1)] | | % | | | | [removed: (37.6)] [added: (37.8)] | | % |
| Application Software | | | [removed: 26.5] [added: 26.8] | | % | | | | [removed: 25.8] [added: 26.5] | | % | | | | [removed: 27.1] [added: 25.8] | | % |
| Network Software | | | [removed: 45.2] [added: 43.5] | | % | | | | [removed: 43.9] [added: 45.2] | | % | | | | [removed: 41.4] [added: 43.9] | | % |
| Technology Enabled Products | | | [removed: 33.9] [added: 34.5] | | % | | | | [removed: 33.4] [added: 33.9] | | % | | | | [removed: 33.2] [added: 33.4] | | % |
| Total [removed: consolidated] | | | [removed: 32.2] [added: 32.0] | | % | | | | [removed: 31.9] [added: 32.2] | | % | | | | [removed: 32.3] [added: 31.9] | | % |
| Corporate administrative expenses [removed: (3)] [added: (4)] | | | [removed: (3.8)] [added: (3.7)] | | % | | | | [removed: (3.7)] [added: (3.8)] | | % | | | | [removed: (3.9)] [added: (3.7)] | | % |
| Income from operations | | | [removed: 28.4] [added: 28.3] | | [added: %] | | | | [removed: 28.2] [added: 28.4] | | [added: %] | | | | [removed: 28.4] [added: 28.2] | | [added: %] |
| Interest expense, net | | | [removed: (3.7)] [added: (4.1)] | | [added: %] | | | | [removed: (2.7)] [added: (3.7)] | | [added: %] | | | | [removed: (3.6)] [added: (2.7)] | | [added: %] |
(3)Includes results from the acquisition of Muni-Link from February 19, 2025.
| Total Revenue Growth | | | 15.9 | | % | | | | 8.5 | | % | | | | 7.3 | | % | | | | | | | | | | 12.3 | | % |
| Acquisitions | | | 10.2 | | | | | | 4.4 | | | | | | 0.8 | | | | | | | | | | | | 6.7 | | |
| Organic Revenue Growth | | | 5.4 | | % | | | | 4.1 | | % | | | | 6.5 | | % | | | | | | | | | | 5.4 | | % |
Gross margin increased slightly to 68.5% for the year ended December 31, 2025 as compared to 68.4% for the year ended December 31, 2024, due primarily to improved leverage on higher organic revenues, which was offset by a lower gross margin profile associated with the higher payments revenue mix at Transact.
SG&A expenses as a percentage of net revenues increased to 40.6% in the year ended December 31, 2025 as compared to 39.9% in the year ended December 31, 2024, due primarily to higher amortization of acquired intangibles and SG&A profiles associated with our 2025 acquisitions.
SG&A expenses as a percentage of net revenues improved slightly to 23.6% in the year ended December 31, 2025 as compared to 23.7% in the year ended December 31, 2024, due primarily to operating leverage on higher organic revenues, mostly offset by revenue mix.
Equity investments activity, net, was a gain of $234.6 for the year ended
Changes in the fair value of our Indicor equity investment are primarily due to fluctuations in the equity values of comparable guideline public companies.
Our 2025 effective income tax rate of 20.6% decreased as compared to our 2024 tax rate of 21.2%, due primarily to favorable rate impacts from the recognition of a net tax benefit associated with legal entity restructuring and a reduction in state taxes, partially offset by the non-recurrence of prior year valuation allowance releases.
Backlog increased 10.3% to $3,424.6 at December 31, 2025 as compared to $3,105.4 at December 31, 2024 due primarily to acquisitions and organic growth in our software segments.
| Total | | | $ | 3,424.6 | | | | | $ | 3,105.4 | | | | | 10.3 | | % |
Amounts are in millions unless specified, except per share data
| | | | 2025 | | | | | | 2024 | | | | | | | | |
*Operating activities*
Net cash provided by operating activities increased by 6% to $2,540.3 in 2025 as compared to $2,393.2 in 2024 due primarily to the change in net earnings before non-cash expenses, and a benefit to cash income taxes paid in connection with the repeal of the requirement to capitalize and amortize domestic R&D expenditures under Internal Revenue Code Section 174 (“Section 174”) associated with the enactment of the One Big Beautiful Bill Act (the “OBBBA”).
These increases were partially offset by less cash provided by net working capital primarily related to changes in the balances of accounts receivable and accrued expenses.
*Investing activities*
Cash used in investing activities during 2025 was primarily for the acquisitions of CentralReach, Subsplash, Convoy, and Orchard Software.
*Financing activities*
*Net working capital*
*Debt*
We are also entitled to redeem some or all of each outstanding series of senior notes at 100% of their principal amount plus accrued and unpaid interest, on or after applicable dates in advance of maturity.
*Foreign cash, and cash equivalents*
We intend to repatriate substantially all historical and future foreign earnings that can be repatriated without incremental U.S. federal tax cost.
*Capitalized expenditures*
*Tax legislation*
The enactment of the OBBBA on July 4, 2025, introduced various tax reform provisions, including the repeal of the requirement to capitalize and amortize domestic R&D expenditures under Section 174.
The legislation includes multiple effective dates and, as enacted, did not have a material impact on our 2025 annual effective tax rate and is not expected to have a significant impact on our annual effective tax rate in future years.
We continue to assess the broader impacts of the OBBBA.
The OBBBA repealed the domestic capitalization of R&D under Section 174, which resulted in a cash tax benefit of approximately $150 in 2025.
The remaining cash tax benefit associated with the enactment of the OBBBA is expected to be utilized over the next three to five years.
Management expects annual cash tax payments as a percentage of pre-tax earnings to be relatively consistent on a go-forward basis.
*Share repurchase program*
In October 2025, our Board approved a share repurchase program for the repurchase of up to $3,000.0 of our common stock.
During the fourth quarter of 2025, we repurchased 1.121 shares of our common stock for an aggregate purchase price of $500.0 and an average price paid per share of $445.87, excluding broker commissions and excise tax.
As of December 31, 2025, $2,500.0 of the originally authorized amount under the share repurchase program remained available for future repurchases.
From January 1, 2026 to February 20, 2026, we repurchased 3.723 shares of our common stock for an aggregate purchase price of $1,313.5 and an average price paid per share of $352.80, excluding broker commissions and excise tax.
As of February 20, 2026, $1,186.5 of the originally authorized amount under the share repurchase program remained available for future repurchases.
| Total debt | | | $ | 9,355.9 | | | | | $ | 705.8 | | | | | $ | 1,550.1 | | | | | $ | 1,300.0 | | | | | $ | 1,200.0 | | | | | $ | 1,100.0 | | | | | $ | 3,500.0 | |
During 2021, Roper entered into definitive agreements to divest its TransCore, Zetec, and CIVCO Radiotherapy businesses (“2021 Divestitures”).
Roper completed the 2021 Divestitures by March 2022.
| 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 | | % |
This decrease was partially offset by improved leverage on higher organic revenues.
Gross margin remained relatively consistent at 85.0% for the year ended December 31, 2024 as compared to 85.1% for the year ended December 31, 2023.
SG&A expenses as a percentage of net revenues decreased to 39.9% in the year ended December 31, 2024, as compared to 41.2% in the year ended December 31, 2023, due primarily to expense reductions resulting from cost structure rationalization at our businesses serving the freight match market and operating leverage on higher organic revenues.
These increases were partially offset primarily by a decline in our access management businesses.
SG&A expenses as a percentage of net revenues remained consistent at 23.7% in both the years ending December 31, 2024 and 2023.
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.
Other expense, net, of $2.8 for the year ended December 31, 2023 was composed primarily of foreign exchanges losses at our non-U.S. based subsidiaries, partially offset by a gain on the sale of non-operating assets.
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.
Cash used in investing activities from continuing operations during 2023 was primarily for business acquisitions, most notably Syntellis and Replicon.
We intend to repatriate substantially all historical and future earnings.
| 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 | |
See Note 8 of the Notes to Consolidated Financial Statements included in this Annual Report.
An excerpt. Shown here: 40 of 100 rewritten, 40 of 44 added and all 26 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
7 rewritten, 0 added, 0 removed, 10 unchanged
At December 31, [removed: 2024,] [added: 2025,] we had [removed: $7,500.0] [added: $8,500.0] of fixed-rate borrowings with interest rates ranging from [removed: 1.00%] [added: 1.40%] to [removed: 4.90%.][added: 5.10%.]
At December 31, [removed: 2024,] [added: 2025,] the prevailing market rates for each of our long-term notes [removed: was at least 0.4% but no more than 3.7%] [added: were between 0.3% lower and 2.8%] higher than the fixed rates on our debt instruments.
Our unsecured credit facility contains a $3,500.0 variable-rate revolver with [removed: $125.0] [added: $850.0] of outstanding borrowings at December 31, [removed: 2024.][added: 2025.]
Net revenues recognized by our companies whose functional currency is not the U.S. dollar were approximately 9% of our total net revenues in [removed: 2024] [added: 2025] and approximately 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: 2024] [added: 2025] compared to currency exchange rates actually experienced, the impact on our net earnings would have been less than 1%.
A hypothetical 10% decrease in the fair value of our equity investment in Indicor based on the balance at December 31, [removed: 2024] [added: 2025] would result in a non-cash charge within non-operating income of approximately [removed: $77.2.][added: $79.6.]
See Note [removed: 10] [added: 9] of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment.
Item 1. BUSINESS
33 rewritten, 9 added, 5 removed, 104 unchanged
In the last three years, we have deployed approximately [removed: $9,950] [added: $8,960] of capital toward acquisitions.
In 2024, this included approximately $1,860 for the acquisition of Procare, a leading provider of [removed: Software-as-a-Service (“SaaS”)] [added: SaaS] solutions and integrated payment processing for early childhood education [removed: centers] [added: 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.
In 2023, this included approximately $1,380 for the acquisition of Syntellis, a leading provider of SaaS solutions for healthcare, financial institution, and higher education providers, which was combined with our Strata [removed: business, and 2022 included approximately $3,750 for the acquisition of Frontline, a leading provider of SaaS solutions for school administration.][added: business.]
Additionally, we deployed approximately [removed: $1,360] [added: $1,470] toward other bolt-on acquisitions to help build on the strategic position of several of our businesses.
See Note [removed: 10] [added: 9] of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding Roper’s minority equity interest in Indicor.
The financial results of Indicor [removed: 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 [removed: United States (“U.S.”)] [added: U.S.] totaling [removed: $975.9] [added: $1,029.7] in [removed: 2024.][added: 2025.]
–Application Software—Aderant, [added: CentralReach,] Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, Procare, Strata, Transact/CBORD, [removed: Vertafore][added: and Vertafore;]
–Network Software—ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, [removed: Loadlink,] MHA, SHP, [removed: SoftWriters][added: SoftWriters, and Subsplash;]
–Technology Enabled Products—CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, [removed: Verathon][added: and Verathon.]
Our Application Software segment had net revenues of [removed: $3,868.3] [added: $4,483.0] for the year ended December 31, [removed: 2024,] [added: 2025,] representing [removed: 55.0%] [added: 56.7%] of our total net revenues.
*Aderant* – comprehensive management software [added: and AI-enabled] solutions for law and other professional services firms, including business development, calendar/docket matter management, time and billing, and case management.
*Deltek* – enterprise [removed: software] [added: software, SaaS,] and [added: AI-enabled] information solutions for government contractors, professional services firms, and other project-based businesses.
*Frontline* – [added: cloud-based software for] K-12 school [removed: administration software,] [added: administration,] connecting solutions for human capital management, student and special programs, and business operations, with powerful analytics that empower educators.
*Vertafore* – cloud-based software for the property and casualty insurance industry, including agency and distribution management, compliance, [removed: workflow,] [added: AI-enabled workflows,] and data solutions.
Our Network Software segment had net revenues of [removed: $1,475.6] [added: $1,600.8] for the year ended December 31, [removed: 2024,] [added: 2025,] representing [removed: 21.0%] [added: 20.3%] of our total net revenues.
*ConstructConnect* – cloud-based data, [removed: collaboration,] [added: collaboration] and estimating automation software [added: and AI-enabled] solutions focused on the pre-construction phase for a network of construction contractors and building product manufacturers/distributors.
*Foundry* – software technologies [added: and AI-enabled solutions] used to deliver visual effects and 3D content for the entertainment and digital design industries.
*iPipeline* – cloud-based software [added: and AI-enabled analytics] solutions for the life insurance/annuities and financial services industries.
[removed: *Loadlink*] [added: *DAT*] – electronic marketplaces that [removed: connect available capacity of trucking units with the available loads of] [added: automate broker and carrier] freight [added: capacity matching] throughout [removed: Canada,] [added: the U.S.] and [added: Canada,] freight [added: tracking and financing, and AI-enabled] analytics solutions.
*SHP* – data analytics and benchmarking information [added: solutions] for the post-acute healthcare provider marketplace.
Our Technology Enabled Products segment had net revenues of [removed: $1,695.3] [added: $1,818.7] for the year ended December 31, [removed: 2024,] [added: 2025,] representing [removed: 24.0%] [added: 23.0%] of our total net revenues.
*Inovonics* – high-performance wireless sensor networks and solutions for a variety of [removed: applications.][added: applications, including life-safety and access management.]
*Neptune* – water meters, enabling water utilities to remotely monitor their customers utilizing Automatic Meter Reading (AMR), Advanced Metering Infrastructure (AMI) technologies, and cloud-based software supporting meter data [removed: management.][added: management and utility billing.]
As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] total remaining performance obligations were [removed: $4,754.9] [added: $5,204.2] and [removed: $4,612.6,] [added: $4,754.9,] respectively.
Backlog was [removed: $3,105.4] [added: $3,424.6] at December 31, [removed: 2024] [added: 2025] and [removed: $3,156.6] [added: $3,105.4] at December 31, [removed: 2023.][added: 2024.]
In 2018, the General Data Protection Regulation (“GDPR”) became effective in the European Union (“EU”) and [added: the] United Kingdom (“UK”) and imposed restrictions on how companies use, process, and protect personal information.
In the U.S., [removed: at least 20] [added: a growing number of] states have individually passed comprehensive privacy legislation, which imposes restrictions similar (but not identical) to GDPR on companies conducting business or serving customers in those states.
During [removed: 2024,] [added: 2025,] no customer accounted for 10% or more of any segment or total Company net revenues.
[removed: Though our individual businesses are primarily responsible for these decisions, because] of the importance of human capital to our enterprise, we provide guidance and share best practices on key aspects of selection, development, engagement, and [removed: diversity] [added: excellence] of talent within our workforce.
As of December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 18,200] [added: 19,400] people worldwide on a consolidated basis, of which approximately [removed: 12,100] [added: 13,100] were employed in the U.S. and approximately [removed: 6,100] [added: 6,300] were employed outside of the U.S. Management believes that the Company’s employee relations are favorable.
Outside of the U.S., [removed: we have] some employees, particularly in Europe, [removed: that are] [added: may be] represented by an employee representative organization, such as a union, works council, or employee association.
The Company is committed to [removed: increasing diversity] [added: seeking talent from a wide range of backgrounds] and fostering an inclusive work environment that supports our large global workforce and helps us innovate for our customers.
In 2025, this included approximately $1,850 for the acquisition of CentralReach, a leading provider of Software-as-a-Service (“SaaS”) and AI-enabled solutions for applied behavior analysis (“ABA”) therapy clinicians, and approximately $800 for the acquisition of Subsplash, a leading provider of AI-enabled SaaS, and integrated giving solutions, for faith-based organizations.
Increasingly, this includes AI-enabled products and functionality embedded within customers’ mission-critical workflows.
By leveraging our deep domain expertise, proprietary data, and long-standing customer relationships, we believe these AI capabilities enhance product differentiation, and drive incremental automation and improved customer outcomes which support expanded monetization opportunities.
*CentralReach* – SaaS and AI-enabled solutions enabling the workflow and administration of ABA therapy for autism spectrum disorder (“ASD”) and related disabilities care.
Canadian-based Loadlink was combined with DAT in 2025.
*Subsplash* – AI-enabled SaaS providing digital engagement, as well as church management and integrated giving solutions for faith-based organizations.
Though our individual businesses are primarily responsible for these decisions, because
Roper has identified and implemented other human capital priorities, including providing competitive wages and benefits, investing in leadership development, succession planning, performance-based compensation structures that directly align with the Company’s long-term value creation strategy, and promoting a holistic work environment where a breadth of perspectives is valued.
Roper’s human capital strategy centers on accountability, operating autonomy, and a culture of continuous improvement across its business units.
During 2021, Roper entered into definitive agreements to divest its TransCore, Zetec, and CIVCO Radiotherapy businesses (“2021 Divestitures”).
Roper completed the 2021 Divestitures by March 2022.
Refer to Note 3 of the Notes to Consolidated Financial Statements included in this Annual Report for further information regarding discontinued operations.
*DAT* – electronic marketplaces that connect available capacity of trucking units with the available loads of freight throughout North America, and freight analytics solutions.
Roper has identified and implemented other human capital priorities, including providing competitive wages and benefits, and promoting a diverse and inclusive work environment.
Cover and table of contents
38 rewritten, 3 added, 3 removed, 87 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
Based on the closing sale price on The Nasdaq Stock Market (“Nasdaq”), on June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $60.2] [added: $60.8] billion.
Number of shares outstanding of the registrant’s common stock as of February [removed: 14, 2025: 107,385,207.][added: 20, 2026: 102,927,515.]
Portions of the registrant’s Proxy Statement to be furnished to stockholders in connection with its [removed: 2025] [added: 2026] 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: 2024][added: 2025]
| [Item [removed: 1.](#i938e60ee08f74a989780ebf5bbb52da6_16)] [added: 1.](#if6d83d51226741c1b279d31200011e3a_16)] | | | [removed: [Business](#i938e60ee08f74a989780ebf5bbb52da6_16)] [added: [Business](#if6d83d51226741c1b279d31200011e3a_16)] | | | [removed: [4](#i938e60ee08f74a989780ebf5bbb52da6_16)] [added: [4](#if6d83d51226741c1b279d31200011e3a_16)] | | |
| [Item [removed: 1A.](#i938e60ee08f74a989780ebf5bbb52da6_22)] [added: 1A.](#if6d83d51226741c1b279d31200011e3a_22)] | | | [Risk [removed: Factors](#i938e60ee08f74a989780ebf5bbb52da6_22)] [added: Factors](#if6d83d51226741c1b279d31200011e3a_22)] | | | [removed: [9](#i938e60ee08f74a989780ebf5bbb52da6_22)] [added: [9](#if6d83d51226741c1b279d31200011e3a_22)] | | |
| [Item [removed: 1B.](#i938e60ee08f74a989780ebf5bbb52da6_25)] [added: 1B.](#if6d83d51226741c1b279d31200011e3a_25)] | | | [Unresolved Staff [removed: Comments](#i938e60ee08f74a989780ebf5bbb52da6_25)] [added: Comments](#if6d83d51226741c1b279d31200011e3a_25)] | | | [removed: [16](#i938e60ee08f74a989780ebf5bbb52da6_25)] [added: [17](#if6d83d51226741c1b279d31200011e3a_25)] | | |
| [Item [removed: 1C.](#i938e60ee08f74a989780ebf5bbb52da6_28)] [added: 1C.](#if6d83d51226741c1b279d31200011e3a_28)] | | | [removed: [Cybersecurity](#i938e60ee08f74a989780ebf5bbb52da6_28)] [added: [Cybersecurity](#if6d83d51226741c1b279d31200011e3a_28)] | | | [removed: [17](#i938e60ee08f74a989780ebf5bbb52da6_28)] [added: [18](#if6d83d51226741c1b279d31200011e3a_28)] | | |
| [Item [removed: 2.](#i938e60ee08f74a989780ebf5bbb52da6_31)] [added: 2.](#if6d83d51226741c1b279d31200011e3a_31)] | | | [removed: [Properties](#i938e60ee08f74a989780ebf5bbb52da6_31)] [added: [Properties](#if6d83d51226741c1b279d31200011e3a_31)] | | | [removed: [18](#i938e60ee08f74a989780ebf5bbb52da6_31)] [added: [19](#if6d83d51226741c1b279d31200011e3a_31)] | | |
| [Item [removed: 3.](#i938e60ee08f74a989780ebf5bbb52da6_34)] [added: 3.](#if6d83d51226741c1b279d31200011e3a_34)] | | | [Legal [removed: Proceedings](#i938e60ee08f74a989780ebf5bbb52da6_34)] [added: Proceedings](#if6d83d51226741c1b279d31200011e3a_34)] | | | [removed: [18](#i938e60ee08f74a989780ebf5bbb52da6_34)] [added: [19](#if6d83d51226741c1b279d31200011e3a_34)] | | |
| [Item [removed: 4.](#i938e60ee08f74a989780ebf5bbb52da6_37)] [added: 4.](#if6d83d51226741c1b279d31200011e3a_37)] | | | [Mine Safety [removed: Disclosures](#i938e60ee08f74a989780ebf5bbb52da6_37)] [added: Disclosures](#if6d83d51226741c1b279d31200011e3a_37)] | | | [removed: [18](#i938e60ee08f74a989780ebf5bbb52da6_37)] [added: [19](#if6d83d51226741c1b279d31200011e3a_37)] | | |
| [Item [removed: 5.](#i938e60ee08f74a989780ebf5bbb52da6_46)] [added: 5.](#if6d83d51226741c1b279d31200011e3a_46)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i938e60ee08f74a989780ebf5bbb52da6_46)] [added: Securities](#if6d83d51226741c1b279d31200011e3a_46)] | | | [removed: [20](#i938e60ee08f74a989780ebf5bbb52da6_46)] [added: [21](#if6d83d51226741c1b279d31200011e3a_46)] | | |
| [Item [removed: 6.](#i938e60ee08f74a989780ebf5bbb52da6_49)] [added: 6.](#if6d83d51226741c1b279d31200011e3a_49)] | | | [removed: [\[Reserved\]](#i938e60ee08f74a989780ebf5bbb52da6_49)] [added: [\[Reserved\]](#if6d83d51226741c1b279d31200011e3a_49)] | | | [removed: [21](#i938e60ee08f74a989780ebf5bbb52da6_49)] [added: [22](#if6d83d51226741c1b279d31200011e3a_49)] | | |
| [Item [removed: 7.](#i938e60ee08f74a989780ebf5bbb52da6_55)] [added: 7.](#if6d83d51226741c1b279d31200011e3a_55)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i938e60ee08f74a989780ebf5bbb52da6_55)] [added: Operations](#if6d83d51226741c1b279d31200011e3a_55)] | | | [removed: [22](#i938e60ee08f74a989780ebf5bbb52da6_55)] [added: [23](#if6d83d51226741c1b279d31200011e3a_55)] | | |
| [Item [removed: 7A.](#i938e60ee08f74a989780ebf5bbb52da6_67)] [added: 7A.](#if6d83d51226741c1b279d31200011e3a_67)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i938e60ee08f74a989780ebf5bbb52da6_67)] [added: Risk](#if6d83d51226741c1b279d31200011e3a_67)] | | | [removed: [31](#i938e60ee08f74a989780ebf5bbb52da6_67)] [added: [31](#if6d83d51226741c1b279d31200011e3a_67)] | | |
| [Item [removed: 8.](#i938e60ee08f74a989780ebf5bbb52da6_70)] [added: 8.](#if6d83d51226741c1b279d31200011e3a_70)] | | | [Financial Statements and Supplementary [removed: Data](#i938e60ee08f74a989780ebf5bbb52da6_70)] [added: Data](#if6d83d51226741c1b279d31200011e3a_70)] | | | [removed: [32](#i938e60ee08f74a989780ebf5bbb52da6_70)] [added: [32](#if6d83d51226741c1b279d31200011e3a_70)] | | |
| [Item [removed: 9.](#i938e60ee08f74a989780ebf5bbb52da6_184)] [added: 9.](#if6d83d51226741c1b279d31200011e3a_184)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i938e60ee08f74a989780ebf5bbb52da6_184)] [added: Disclosure](#if6d83d51226741c1b279d31200011e3a_184)] | | | [removed: [68](#i938e60ee08f74a989780ebf5bbb52da6_184)] [added: [66](#if6d83d51226741c1b279d31200011e3a_184)] | | |
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| [Item [removed: 9B.](#i938e60ee08f74a989780ebf5bbb52da6_190)] [added: 9B.](#if6d83d51226741c1b279d31200011e3a_190)] | | | [Other [removed: Information](#i938e60ee08f74a989780ebf5bbb52da6_190)] [added: Information](#if6d83d51226741c1b279d31200011e3a_190)] | | | [removed: [68](#i938e60ee08f74a989780ebf5bbb52da6_190)] [added: [66](#if6d83d51226741c1b279d31200011e3a_190)] | | |
| [Item [removed: 9C.](#i938e60ee08f74a989780ebf5bbb52da6_193)] [added: 9C.](#if6d83d51226741c1b279d31200011e3a_193)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i938e60ee08f74a989780ebf5bbb52da6_193)] [added: Inspections](#if6d83d51226741c1b279d31200011e3a_193)] | | | [removed: [68](#i938e60ee08f74a989780ebf5bbb52da6_193)] [added: [66](#if6d83d51226741c1b279d31200011e3a_193)] | | |
| [PART [removed: III](#i938e60ee08f74a989780ebf5bbb52da6_196)] [added: III](#if6d83d51226741c1b279d31200011e3a_196)] | | | | | | | | |
| [Item [removed: 10.](#i938e60ee08f74a989780ebf5bbb52da6_199)] [added: 10.](#if6d83d51226741c1b279d31200011e3a_199)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i938e60ee08f74a989780ebf5bbb52da6_199)] [added: Governance](#if6d83d51226741c1b279d31200011e3a_199)] | | | [removed: [69](#i938e60ee08f74a989780ebf5bbb52da6_199)] [added: [67](#if6d83d51226741c1b279d31200011e3a_199)] | | |
| [Item [removed: 11.](#i938e60ee08f74a989780ebf5bbb52da6_202)] [added: 11.](#if6d83d51226741c1b279d31200011e3a_202)] | | | [Executive [removed: Compensation](#i938e60ee08f74a989780ebf5bbb52da6_202)] [added: Compensation](#if6d83d51226741c1b279d31200011e3a_202)] | | | [removed: [69](#i938e60ee08f74a989780ebf5bbb52da6_202)] [added: [67](#if6d83d51226741c1b279d31200011e3a_202)] | | |
| [Item [removed: 12.](#i938e60ee08f74a989780ebf5bbb52da6_205)] [added: 12.](#if6d83d51226741c1b279d31200011e3a_205)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i938e60ee08f74a989780ebf5bbb52da6_205)] [added: Matters](#if6d83d51226741c1b279d31200011e3a_205)] | | | [removed: [70](#i938e60ee08f74a989780ebf5bbb52da6_205)] [added: [68](#if6d83d51226741c1b279d31200011e3a_205)] | | |
| [Item [removed: 13.](#i938e60ee08f74a989780ebf5bbb52da6_208)] [added: 13.](#if6d83d51226741c1b279d31200011e3a_208)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i938e60ee08f74a989780ebf5bbb52da6_208)] [added: Independence](#if6d83d51226741c1b279d31200011e3a_208)] | | | [removed: [70](#i938e60ee08f74a989780ebf5bbb52da6_208)] [added: [68](#if6d83d51226741c1b279d31200011e3a_208)] | | |
| [Item [removed: 14.](#i938e60ee08f74a989780ebf5bbb52da6_211)] [added: 14.](#if6d83d51226741c1b279d31200011e3a_211)] | | | [Principal Accountant Fees and [removed: Services](#i938e60ee08f74a989780ebf5bbb52da6_211)] [added: Services](#if6d83d51226741c1b279d31200011e3a_211)] | | | [removed: [70](#i938e60ee08f74a989780ebf5bbb52da6_211)] [added: [68](#if6d83d51226741c1b279d31200011e3a_211)] | | |
| [PART [removed: IV](#i938e60ee08f74a989780ebf5bbb52da6_214)] [added: IV](#if6d83d51226741c1b279d31200011e3a_214)] | | | | | | | | |
| [Item [removed: 15.](#i938e60ee08f74a989780ebf5bbb52da6_217)] [added: 15.](#if6d83d51226741c1b279d31200011e3a_217)] | | | [removed: [Exhibit](#i938e60ee08f74a989780ebf5bbb52da6_217)[s](#i938e60ee08f74a989780ebf5bbb52da6_217) [and] [added: [Exhibits and] Financial Statement [removed: Schedules](#i938e60ee08f74a989780ebf5bbb52da6_217)] [added: Schedules](#if6d83d51226741c1b279d31200011e3a_217)] | | | [removed: [71](#i938e60ee08f74a989780ebf5bbb52da6_217)] [added: [69](#if6d83d51226741c1b279d31200011e3a_217)] | | |
| [Item [removed: 16.](#i938e60ee08f74a989780ebf5bbb52da6_220)] [added: 16.](#if6d83d51226741c1b279d31200011e3a_220)] | | | [Form 10-K [removed: Summary](#i938e60ee08f74a989780ebf5bbb52da6_220)] [added: Summary](#if6d83d51226741c1b279d31200011e3a_220)] | | | [removed: [71](#i938e60ee08f74a989780ebf5bbb52da6_220)] [added: [69](#if6d83d51226741c1b279d31200011e3a_220)] | | |
| | | | [removed: [Signatures](#i938e60ee08f74a989780ebf5bbb52da6_223)] [added: [Signatures](#if6d83d51226741c1b279d31200011e3a_223)] | | | [removed: [72](#i938e60ee08f74a989780ebf5bbb52da6_223)] [added: [70](#if6d83d51226741c1b279d31200011e3a_223)] | | |
They involve risks and uncertainties that could cause actual results to differ materially from those [removed: contained] [added: expressed] or implied in any forward-looking statement.
- difficulty making acquisitions, including receiving the necessary regulatory approvals (including clearance under the Hart-Scott-Rodino Act in the [removed: U.S.] [added: United States (“U.S.”)] and similar antitrust regulations in foreign countries), and successfully integrating acquired businesses;
- information technology [added: (“IT”)] system failures, data security breaches, network disruptions, and cybersecurity events, including any litigation arising therefrom;
- [removed: rising] [added: volatile] interest rates;
- risks related to changing U.S. and foreign trade policies, including increased trade restrictions or [removed: tariffs;][added: tariffs (including repeal of the United States-Mexico-Canada Agreement);]
- risks associated with the use of artificial [removed: intelligence;][added: intelligence (“AI”), including our ability to develop, deploy, and use AI in our platforms and offerings;]
- economic disruption caused by armed conflicts (such as the war in Ukraine and [removed: the conflict] [added: conflicts] in the Middle East), terrorist attacks, health [removed: crises (such as the COVID-19 pandemic),] [added: crises,] or other unforeseen geopolitical events; and
| [PART I](#if6d83d51226741c1b279d31200011e3a_13) | | | | | | | | |
| | | | [Information](#if6d83d51226741c1b279d31200011e3a_40) [A](#if6d83d51226741c1b279d31200011e3a_40)[bout](#if6d83d51226741c1b279d31200011e3a_40) [O](#if6d83d51226741c1b279d31200011e3a_40)[ur Executive Officers](#if6d83d51226741c1b279d31200011e3a_40) | | | [20](#if6d83d51226741c1b279d31200011e3a_40) | | |
| [PART II](#if6d83d51226741c1b279d31200011e3a_43) | | | | | | | | |
| [PART I](#i938e60ee08f74a989780ebf5bbb52da6_13) | | | | | | | | |
| | | | [Information About Our Executive Officers](#i938e60ee08f74a989780ebf5bbb52da6_40) | | | [19](#i938e60ee08f74a989780ebf5bbb52da6_40) | | |
| [PART II](#i938e60ee08f74a989780ebf5bbb52da6_43) | | | | | | | | |
Item 1C. CYBERSECURITY
8 rewritten, 4 added, 2 removed, 27 unchanged
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: 28] [added: 29] business units, including localized information security management.
We deploy a [removed: Managed Detection] [added: managed detection] and [removed: Response] [added: response] solution across all of our business units and our [removed: Corporate] [added: corporate] infrastructure [added: that is] designed to address the detection, response, and remediation effectiveness for cybersecurity threats.
Additionally, this solution is designed to provide real-time monitoring of identity-based attacks, [added: emerging AI-powered threats,] as well as monitoring of the deep, [removed: dark] [added: dark,] and social webs for cybersecurity threats targeting Roper’s businesses.
The controls include, as appropriate, regularly assessing management of access controls and the cybersecurity risks posed by third [removed: parties.][added: parties and their supply chains, and the security posture of open-source components and software dependencies used in our products and operations.]
Roper performs cybersecurity risk assessments to assess compliance with mandated cybersecurity controls and to assess the likelihood and impact [added: magnitude] of specific cyberattacks.
Cybersecurity risk assessments are periodically performed to assess internal compliance with cybersecurity strategy and the implementation of cybersecurity [removed: controls, which would include the validation of cybersecurity control implementation through testing.][added: controls.]
The [added: Audit Committee also receives briefings on cybersecurity matters and related risks from the] Vice President of Audit Services [removed: also reports to the Audit Committee on matters, including cybersecurity matters, that are addressed] and [removed: monitored] [added: Chief Compliance Officer, who monitors these matters] pursuant to the Company’s enterprise risk management program.
[added: This process builds upon] the CSIRP and provides a framework for Roper management to monitor potentially material cybersecurity incidents.
Cybersecurity assessments are also performed for acquisitions and periodically for our businesses through independent testing and remediation validation to validate cybersecurity control implementation.
In 2025, Roper engaged a third party to assess its cybersecurity program.
The results of the assessment largely aligned with those of the Company’s own assessment, and the Roper cybersecurity team has implemented the suggested enhancements.
Roper conducts annual cybersecurity risk assessments for all enterprise-wide systems and cloud service providers, as well as critical enterprise systems.
Roper’s Vice President of Audit Services also periodically briefs the Audit Committee on cybersecurity matters and related risks, as needed.
This process builds upon
Item 2. PROPERTIES
1 rewritten, 1 added, 1 removed, 2 unchanged
As of December 31, [removed: 2024,] [added: 2025,] we leased facilities throughout the [removed: United States] [added: U.S.] and in various locations [removed: internationally] [added: internationally,] including North America, Europe, and Asia-Pacific.
Additionally, we owned one property in the U.S. as of December 31, 2025.
Additionally, we owned two properties in the United States as of December 31, 2024.
Item 4. MINE SAFETY DISCLOSURES
5 rewritten, 2 added, 1 removed, 21 unchanged
Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of February 24, [removed: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Shareholders.
Neil Hunn*, [removed: 52,] [added: 53,] has served as President and Chief Executive Officer since August 2018.
Conley*, [removed: 49,] [added: 50,] has served as Executive Vice President and Chief Financial Officer since February 2023.
Stipancich*, [removed: 56,] [added: 57,] 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. Stipancich has been a director of Mativ Holdings, Inc., a global leader in specialty materials, since [removed: June] 2024.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Mr. Conley has been a director of KLA Corporation, an industry-leading developer of equipment and services for the semiconductor and nanoelectronics industries, since 2025.
EXECUTIVE OFFICERS OF THE REGISTRANT
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
8 rewritten, 16 added, 3 removed, 7 unchanged
Our common stock trades on Nasdaq under the symbol “ROP.” Based on information available to us and our transfer agent, there were approximately [removed: 611] [added: 558] record holders of our common stock as of February [removed: 14, 2025.][added: 20, 2026.]
In November [removed: 2024,] [added: 2025,] our Board of Directors increased the quarterly dividend paid January [removed: 17, 2025] [added: 16, 2026] to [removed: $0.825] [added: $0.91] per share from [removed: $0.75] [added: $0.825] per share, an increase of 10%.
This is the [removed: thirty-second] [added: thirty-third] consecutive year in which the Company has increased its dividend.
The following graph compares, for the five year period ended December 31, [removed: 2024,] [added: 2025,] 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: 2019,] 2020, 2021, 2022, 2023, [added: 2024,] and [removed: 2024.][added: 2025.]
The graph assumes that $100.00 was invested on December 31, [removed: 2019] [added: 2020] in our common stock, the S&P 500, and the S&P 500 IT and assumes the reinvestment of any dividends.
| | | | [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: 12/31/2024] [added: 12/31/2025] | | |
[removed: ][added: ]
| Roper Technologies, Inc. | | | $ | 100.00 | | | | | $ | 114.68 | | | | | $ | 101.33 | | | | | $ | 128.61 | | | | | $ | 123.32 | | | | | $ | 106.25 | |
| S&P 500 | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |
| S&P 500 IT | | | 100.00 | | | | | | 134.53 | | | | | | 96.60 | | | | | | 152.48 | | | | | | 208.30 | | | | | | 258.38 | | |
Issuer Purchases of Equity Securities
In October 2025, our Board of Directors approved a share repurchase program for the repurchase of up to $3,000.0 of our common stock.
The repurchase program, announced on October 23, 2025, does not have a fixed expiration date, does not obligate the Company to acquire any specific number of shares, and may be suspended at any time at the Company’s discretion.
Under the program, shares may be repurchased through open market purchases or privately negotiated transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
Share repurchases for the three months ended December 31, 2025 were as follows (amounts in millions, except for average price paid per share):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share (1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program | | |
| October 1, 2025 - October 31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,000.0 | |
| November 1, 2025 - November 30, 2025 | | | | | | 0.763 | | | | | | $ | 446.04 | | | | | 0.763 | | | | | | $ | 2,659.4 | |
| December 1, 2025 - December 31, 2025 | | | | | | 0.358 | | | | | | $ | 445.50 | | | | | 0.358 | | | | | | $ | 2,500.0 | |
| Total | | | | | | 1.121 | | | | | | | | | | | | 1.121 | | | | | | | | |
(1)Average price paid per share excludes broker commissions, and excise tax required by the Inflation Reduction Act of 2022, as amended.
| 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 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
418 rewritten, 148 added, 174 removed, 680 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i938e60ee08f74a989780ebf5bbb52da6_73)] [added: Firm](#if6d83d51226741c1b279d31200011e3a_73)] (PricewaterhouseCoopers LLP, PCAOB ID 238) | | | [removed: [33](#i938e60ee08f74a989780ebf5bbb52da6_73)] [added: [33](#if6d83d51226741c1b279d31200011e3a_73)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_76)[4](#i938e60ee08f74a989780ebf5bbb52da6_76)] [added: 202](#if6d83d51226741c1b279d31200011e3a_76)[5](#if6d83d51226741c1b279d31200011e3a_76)] [and [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_76)[3](#i938e60ee08f74a989780ebf5bbb52da6_76)] [added: 202](#if6d83d51226741c1b279d31200011e3a_76)[4](#if6d83d51226741c1b279d31200011e3a_76)] | | | [removed: [36](#i938e60ee08f74a989780ebf5bbb52da6_76)] [added: [36](#if6d83d51226741c1b279d31200011e3a_76)] | | |
| [Consolidated Statements of Earnings for the Years ended December 31, [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_79)[4](#i938e60ee08f74a989780ebf5bbb52da6_79)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_79)[3](#i938e60ee08f74a989780ebf5bbb52da6_79)[,] [added: 202](#if6d83d51226741c1b279d31200011e3a_79)[5](#if6d83d51226741c1b279d31200011e3a_79)[, 202](#if6d83d51226741c1b279d31200011e3a_79)[4](#if6d83d51226741c1b279d31200011e3a_79)[,] and [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_79)[2](#i938e60ee08f74a989780ebf5bbb52da6_79)] [added: 202](#if6d83d51226741c1b279d31200011e3a_79)[3](#if6d83d51226741c1b279d31200011e3a_79)] | | | [removed: [37](#i938e60ee08f74a989780ebf5bbb52da6_79)] [added: [37](#if6d83d51226741c1b279d31200011e3a_79)] | | |
| [Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_82)[4](#i938e60ee08f74a989780ebf5bbb52da6_82)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_82)[3](#i938e60ee08f74a989780ebf5bbb52da6_82)[,] [added: 202](#if6d83d51226741c1b279d31200011e3a_82)[5](#if6d83d51226741c1b279d31200011e3a_82)[, 202](#if6d83d51226741c1b279d31200011e3a_82)[4](#if6d83d51226741c1b279d31200011e3a_82)[,] and [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_82)[2](#i938e60ee08f74a989780ebf5bbb52da6_82)] [added: 202](#if6d83d51226741c1b279d31200011e3a_82)[3](#if6d83d51226741c1b279d31200011e3a_82)] | | | [removed: [38](#i938e60ee08f74a989780ebf5bbb52da6_82)] [added: [38](#if6d83d51226741c1b279d31200011e3a_82)] | | |
| [Consolidated Statements of Stockholders’ Equity for the Years ended December 31, [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_85)[4](#i938e60ee08f74a989780ebf5bbb52da6_85)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_85)[3](#i938e60ee08f74a989780ebf5bbb52da6_85)[,] [added: 202](#if6d83d51226741c1b279d31200011e3a_85)[5](#if6d83d51226741c1b279d31200011e3a_85)[, 202](#if6d83d51226741c1b279d31200011e3a_85)[4](#if6d83d51226741c1b279d31200011e3a_85)[,] and [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_85)[2](#i938e60ee08f74a989780ebf5bbb52da6_85)] [added: 202](#if6d83d51226741c1b279d31200011e3a_85)[3](#if6d83d51226741c1b279d31200011e3a_85)] | | | [removed: [39](#i938e60ee08f74a989780ebf5bbb52da6_85)] [added: [39](#if6d83d51226741c1b279d31200011e3a_85)] | | |
| [Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_91)[4](#i938e60ee08f74a989780ebf5bbb52da6_91)[, 202](#i938e60ee08f74a989780ebf5bbb52da6_91)[3](#i938e60ee08f74a989780ebf5bbb52da6_91)[,] [added: 202](#if6d83d51226741c1b279d31200011e3a_91)[5](#if6d83d51226741c1b279d31200011e3a_91)[, 202](#if6d83d51226741c1b279d31200011e3a_91)[4](#if6d83d51226741c1b279d31200011e3a_91)[,] and [removed: 202](#i938e60ee08f74a989780ebf5bbb52da6_91)[2](#i938e60ee08f74a989780ebf5bbb52da6_91)] [added: 202](#if6d83d51226741c1b279d31200011e3a_91)[3](#if6d83d51226741c1b279d31200011e3a_91)] | | | [removed: [40](#i938e60ee08f74a989780ebf5bbb52da6_91)] [added: [40](#if6d83d51226741c1b279d31200011e3a_91)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i938e60ee08f74a989780ebf5bbb52da6_94)] [added: Statements](#if6d83d51226741c1b279d31200011e3a_94)] | | | [removed: [41](#i938e60ee08f74a989780ebf5bbb52da6_94)] [added: [41](#if6d83d51226741c1b279d31200011e3a_94)] | | |
We have audited the accompanying consolidated balance sheets of Roper Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: four] [added: nine] entities from its assessment of internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] because they were acquired by the Company in purchase business combinations during [removed: 2024.][added: 2025.]
We have also excluded these [removed: four] [added: nine] entities from our audit of internal control over financial reporting.
These entities, each of which is wholly-owned, comprised, in the aggregate, total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting of less than 1% and approximately [removed: 5%] [added: 3%] of consolidated total assets and consolidated total revenues, respectively, as of and for the year ended December 31, [removed: 2024.][added: 2025.]
As described in Notes 1 and 2 to the consolidated financial statements, on [removed: February 26, 2024,] [added: April 23, 2025,] the Company acquired [removed: Genesis Ultimate Holding Co., the parent company of Procare Software, LLC,] [added: CentralReach Holdings, LLC (“CentralReach”)] for a net purchase price of [removed: $1,860.0] [added: $1,850.0] million.
Of the acquired amortizable intangible assets, [removed: $708.0] [added: $776.0] million of customer relationships were recorded.
The principal considerations for our determination that performing procedures relating to the valuation of customer relationships acquired in the acquisition of [removed: Genesis Ultimate Holding Co.] [added: CentralReach] 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, [added: contributory asset charges,] and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships acquired; (iii) evaluating the appropriateness of the excess earnings 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, [added: contributory asset charges,] and discount rate.
Evaluating management’s assumptions related to projected customer revenue growth rates and margins involved considering (i) the current and past performance of the [removed: Genesis Ultimate Holding Co.] [added: CentralReach] 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.
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 [removed: rate] [added: rate, contributory asset charges,] and discount rate assumptions.
*Acquisition of [removed: RCP Vega] [added: CentralReach] Holdings, LLC – Valuation of Customer Relationships*
As described in Notes 1 and 2 to the consolidated financial statements, on [removed: August 20, 2024,] [added: July 25, 2025,] the Company acquired [removed: RCP Vega Holdings, LLC, the parent company of Transact Campus Inc.,] [added: Subsplash TopCo, LLC (“Subsplash”)] for a net purchase price of [removed: $1,607.0] [added: $800.0] million.
Of the acquired amortizable intangible assets, [removed: $656.0] [added: $328.1] million of customer relationships were recorded.
The principal considerations for our determination that performing procedures relating to the valuation of customer relationships acquired in the acquisition of [removed: RCP Vega Holdings, LLC] [added: Subsplash] 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, contributory asset charges, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Evaluating management’s assumptions related to projected customer revenue growth rates and margins involved considering (i) the current and past performance of the [removed: RCP Vega Holdings, LLC] [added: Subsplash] 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.
[removed: (in] [added: (Amounts in] millions, except per share data)
| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | $ | [removed: 188.2] [added: 297.4] | | | | | $ | [removed: 214.3] [added: 188.2] | |
| Accounts receivable, net | | | [removed: 885.1] [added: 1,001.0] | | | | | | [removed: 829.9] [added: 885.1] | | |
| Inventories, net | | | [removed: 120.8] [added: 141.7] | | | | | | [removed: 118.6] [added: 120.8] | | |
| Income taxes receivable | | | [removed: 25.6] [added: 128.2] | | | | | | [removed: 47.7] [added: 25.6] | | |
| Unbilled receivables | | | [removed: 127.3] [added: 124.0] | | | | | | [removed: 106.4] [added: 127.3] | | |
| Prepaid expenses and other current assets | | | [removed: 195.7] [added: 235.8] | | | | | | [removed: 164.5] [added: 195.7] | | |
| Total current assets | | | [removed: 1,542.7] [added: 1,928.1] | | | | | | [removed: 1,481.4] [added: 1,542.7] | | |
| Property, plant and equipment, net | | | [removed: 149.7] [added: 156.9] | | | | | | [removed: 119.6] [added: 149.7] | | |
| Goodwill | | | [removed: 19,312.9] [added: 21,341.2] | | | | | | [removed: 17,118.8] [added: 19,312.9] | | |
| Other intangible assets, net | | | [removed: 9,059.6] [added: 9,764.2] | | | | | | [removed: 8,212.1] [added: 9,059.6] | | |
| Deferred taxes | | | [removed: 54.1] [added: 73.3] | | | | | | [removed: 32.2] [added: 54.1] | | |
| Other assets | | | [removed: 443.4] [added: 517.0] | | | | | | [removed: 407.7] [added: 443.4] | | |
| Total assets | | | $ | [removed: 31,334.7] [added: 34,577.0] | | | | | $ | [removed: 28,167.5] [added: 31,334.7] | |
*Acquisition of Subsplash TopCo, LLC – Valuation of Customer Relationships*
February 24, 2026
| Equity investment | | | 796.3 | | | | | | 772.3 | | |
| Net earnings | | | $ | 1,536.3 | | | | | $ | 1,549.3 | | | | | $ | 1,384.2 | |
(Amounts in millions, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Treasury stock sold under employee stock purchase plan | | | — | | | | | | — | | | | | | 19.6 | | | | | | — | | | | | | — | | | | | | 2.8 | | | | | | 22.4 | | |
| Common stock repurchased (1) | | | (1.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (502.5) | | | | | | (502.5) | | |
| Equity consideration for business acquisition | | | — | | | | | | — | | | | | | 7.2 | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 7.3 | | |
| Balances at December 31, 2025 | | | 106.6 | | | | | | $ | 1.1 | | | | | $ | 3,292.2 | | | | | $ | 17,205.7 | | | | | $ | (101.4) | | | | | $ | (516.1) | | | | | $ | 19,881.5 | |
(1)Balance includes commissions, and excise tax required by the Inflation Reduction Act of 2022, as amended.
(Amounts in millions)
| Equity investments gain, net | | | (25.5) | | | | | | (234.6) | | | | | | (165.4) | | |
| Cash taxes paid for gains on disposals of equity investment and business | | | (30.2) | | | | | | — | | | | | | (32.5) | | |
| Repurchases of common stock | | | (500.0) | | | | | | — | | | | | | — | | |
(Amounts in millions)
| Equity consideration for business acquisition | | | $ | 7.3 | | | | | $ | — | | | | | $ | — | |
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (ASU 2025-06), which updates the threshold for cost capitalization of internal-use software development costs by removing all references to project development stages and adding considerations for evaluating the probable-to-complete recognition threshold.
Early adoption is permitted.
| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
company earnings multiples methodology) to estimate the fair value of a reporting unit.
On July 4, 2025, the U.S. government enacted H.R. 1, the One Big Beautiful Bill Act (the “OBBBA”), which introduced tax reform provisions that amend, eliminate, or extend certain tax rules under the Inflation Reduction Act and the Tax Cuts and Jobs Act.
Legislative changes, including the repeal of the requirement to capitalize and amortize domestic research and development (“R&D”) expenditures, provided the Company with a cash tax benefit for the year ended December 31, 2025.
The legislation includes multiple effective dates and, as enacted, did not have a material impact on the Company’s 2025 annual effective tax rate.
The Company continues to assess the broader impacts of the OBBBA.
| Recurring | | | | | | $ | 3,282.2 | | | | | $ | 1,154.6 | | | | | $ | 46.1 | | | | | $ | 4,482.9 | |
| Reoccurring | | | | | | 522.6 | | | | | | 310.5 | | | | | | — | | | | | | 833.1 | | |
| Non-recurring | | | | | | 678.2 | | | | | | 135.7 | | | | | | — | | | | | | 813.9 | | |
| Total Software Revenue | | | | | | 4,483.0 | | | | | | 1,600.8 | | | | | | 46.1 | | | | | | 6,129.9 | | |
| Total Revenue | | | | | | $ | 4,483.0 | | | | | $ | 1,600.8 | | | | | $ | 1,818.7 | | | | | $ | 7,902.5 | |
CentralReach is a leading provider of SaaS and AI-enabled solutions enabling the workflow and administration of ABA therapy for ASD and related disabilities care.
The transaction was funded using borrowings under Roper’s unsecured revolving credit facility.
On July 25, 2025, Roper acquired Subsplash TopCo, LLC (“Subsplash”) for a purchase price of $800.0, net of cash acquired and certain liabilities assumed.
Subsplash is a leading provider of AI-enabled SaaS providing digital engagement, as well as church management and integrated giving solutions for faith-based organizations.
The results of Subsplash are reported in the Network Software reportable segment.
The Company recorded $513.9 in goodwill, $26.0 assigned to trade names that are not subject to amortization, and $365.1 of other identifiable intangibles in connection with the Subsplash acquisition.
The amortizable intangible assets include customer relationships of $328.1 (17 year useful life) and technology of $37.0 (6 year useful life).
On February 19, 2025, Roper acquired substantially all of the assets of Muni-Link, a leading provider of cloud-based utility management, billing, and customer communication software solutions for municipalities and other local governments.
On May 15, 2025, Roper acquired Outgo Inc. (“Outgo”), a provider of cloud-based freight payment software and AI-enabled factoring solutions that automate invoicing, underwriting, payments, and collections for commercial trucking.
Additionally, on July 30, 2025, Roper acquired Flexport Freight Tech LLC (“Convoy”), a leading provider of automated load management and digital freight-matching technology, matching trusted brokers and carriers for commercial trucking.
*Acquisition of Genesis Ultimate Holding Co. – Valuation of Customer Relationships*
February 24, 2025
| | | | | | | | | | | | |
| Equity investments | | | 772.3 | | | | | | 795.7 | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
(1) In connection with the divestiture of a majority stake in Indicor, we reclassified $142.6 of foreign currency translation adjustments to “Gain on disposition of discontinued operations, net of tax” during the year ended December 31, 2022.
| Balances at December 31, 2021 | | | 105.5 | | | | | | $ | 1.1 | | | | | $ | 2,307.8 | | | | | $ | 9,455.6 | | | | | $ | (183.1) | | | | | $ | (17.6) | | | | | $ | 11,563.8 | |
| Cash settlement of share-based awards in connection with disposition of discontinued operations | | | — | | | | | | — | | | | | | (11.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | (11.1) | | |
| Treasury stock sold | | | — | | | | | | — | | | | | | 13.9 | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | 14.3 | | |
| Cash taxes paid for gain on disposal of businesses | | | — | | | | | | (32.5) | | | | | | (953.8) | | |
| Cash used in investing activities from discontinued operations | | | — | | | | | | — | | | | | | (0.5) | | |
| Cash used in financing activities from discontinued operations | | | — | | | | | | — | | | | | | (11.4) | | |
| Cash provided by (used in) financing activities | | | 1,069.5 | | | | | | (499.5) | | | | | | (1,465.3) | | |
This transaction is referred to herein as the “Indicor Transaction.”
During 2021, the Company signed definitive agreements to divest its TransCore, Zetec, and CIVCO Radiotherapy businesses (“2021 Divestitures”).
Roper completed the 2021 Divestitures by March 2022.
Refer to Note 3 for further information regarding discontinued operations.
Refer to Note 10 for information regarding Roper’s minority equity interest in Indicor.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (ASU 2023-07), which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, as well as the Company’s chief operating decision maker.
This ASU will likely result in additional disclosures.
In August 2023, Roper acquired an 18.2% limited partnership minority interest in CI Ultimate Holdings, L.P., the parent entity of Certinia Inc. (“Certinia”), for $125.0.
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.
This equity investment was accounted for under the equity method of accounting whereby our proportionate share of earnings or loss associated with the investment was reported as a component of “Equity investments gain, net” in our Consolidated Statements of Earnings with a corresponding change in the balance of the equity investment.
Our proportionate share of loss associated with the investment in Certinia was $9.8 and $5.2 for the years ended December 31, 2024 and 2023, respectively.
The balance of the equity investment in Certinia, reported as a component of “Equity investments” in our Consolidated Balance Sheet, was $119.8 as of December 31, 2023.
| Recurring | | | | | | $ | 1,946.0 | | | | | $ | 981.4 | | | | | $ | 12.0 | | | | | $ | 2,939.4 | |
| Reoccurring | | | | | | 124.2 | | | | | | 246.2 | | | | | | — | | | | | | 370.4 | | |
| Non-recurring | | | | | | 569.3 | | | | | | 150.9 | | | | | | 1.2 | | | | | | 721.4 | | |
| Total Software Revenue | | | | | | 2,639.5 | | | | | | 1,378.5 | | | | | | 13.2 | | | | | | 4,031.2 | | |
| Total Revenue | | | | | | $ | 2,639.5 | | | | | $ | 1,378.5 | | | | | $ | 1,353.8 | | | | | $ | 5,371.8 | |
The largest of the 2022 acquisitions was Frontline Technologies Parent, LLC (“Frontline”), a leading provider of K-12 school administration software, connecting solutions for human capital management, student and special programs, and business operations with powerful analytics that empower educators.
Roper acquired Frontline on October 4, 2022, for a purchase price of $3,738.0.
The purchase price comprised an enterprise value of $3,725.0, adjusted for cash acquired and the settlement of certain liabilities.
During the measurement period, the net present value tax benefit was revised upwards to approximately $500 associated with an increase in our tax basis.
This net present value tax benefit is expected to be utilized over the subsequent 15 years.
Of the $1,918.6 of acquired intangible assets, $83.0 was assigned to trade names that are not subject to amortization.
On January 3, 2022, Roper acquired the outstanding membership interests of Horizon Lab Systems, LLC, a provider of laboratory information management systems in the toxicology, environmental, public health, and agricultural markets.
On April 6, 2022, Roper acquired the issued and outstanding shares of Common Cents Systems, Inc. (ApolloLIMS), a provider of laboratory information management systems in the toxicology and public health markets.
An excerpt. Shown here: 40 of 418 rewritten, 40 of 148 added and 40 of 174 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
6 rewritten, 0 added, 0 removed, 9 unchanged
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: 2024.][added: 2025.]
Our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Our management excluded the [removed: four] [added: nine] acquisitions completed during [removed: 2024] [added: 2025] from its assessment of internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
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: 5%,] [added: 3%,] of the related Consolidated Financial Statement amounts as of and for the year ended December 31, [removed: 2024.][added: 2025.]
Based on this evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]
There was no change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 0 unchanged
During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company [removed: adopted] [added: adopted, modified,] 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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 rewritten, 0 added, 0 removed, 2 unchanged
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: (“2025] [added: (“2026] 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:
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 11 unchanged
The information about our directors required by this *Item 10 - Directors, Executive Officers and Corporate Governance* is contained in the [removed: 2025] [added: 2026] Proxy Statement under the caption “Proposal 1: Election of Directors.”
Information regarding our audit committee is contained in the [removed: 2025] [added: 2026] Proxy Statement under the captions “Corporate Governance” and “Board Committees and Meetings.”
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this *Item 11 - Executive Compensation* is contained in the [removed: 2025] [added: 2026] Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
3 rewritten, 3 added, 3 removed, 10 unchanged
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: 2025] [added: 2026] Proxy Statement under the caption “Beneficial Ownership.”
The following table provides information as of December 31, [removed: 2024] [added: 2025] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:
| Restricted stock awards (2) | | | [removed: 0.555] [added: 0.783] | | | | | | — | | | | | | | | |
| Stock options | | | 2.349 | | | | | | $ | 400.46 | | | | | | | |
| Subtotal | | | 3.132 | | | | | | | | | | | | 4.293 | | |
| Total | | | 3.132 | | | | | | $ | — | | | | | 4.293 | | |
| Stock options | | | 2.480 | | | | | | $ | 368.57 | | | | | | | |
| Subtotal | | | 3.035 | | | | | | | | | | | | 5.902 | | |
| Total | | | 3.035 | | | | | | $ | — | | | | | 5.902 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this *Item 13 - Certain Relationships and Related Transactions, and Director Independence* is contained in the [removed: 2025] [added: 2026] Proxy Statement under the captions “Director Independence” and “Review and Approval of Related Person Transactions.”
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this *Item 14 - Principal Accountant Fees and Services* is contained in the [removed: 2025] [added: 2026] 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: 2025”] [added: 2026”] and “Independent Public Accountant’s Fees.”
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
69 rewritten, 8 added, 2 removed, 35 unchanged
Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]
Consolidated Statements of Earnings for the Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]
Consolidated Statements of Comprehensive Income for the Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]
Consolidated Statements of Stockholders’ Equity for the Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]
Consolidated Statements of Cash Flows for the Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]
| [removed: (a)2.1] [added: (a) 2.1] | | | | | | [Equity Purchase Agreement by and among RIPIC Holdco Inc., Roper International Holding, Inc., RIPIC Equity LLC, CD&R Tree Delaware Holdings, L.P. AND, solely for purposes of section 6.25, Roper Technologies, Inc. dated as of May 29, 2022.*](https://www.sec.gov/Archives/edgar/data/882835/000088283522000060/projecttree-equitypurchase.htm) | | |
| [removed: (b)3.1] [added: (b) 3.1] | | | | | | [Amended and Restated Certificate of Incorporation effective as of June 13, 2023.](https://www.sec.gov/Archives/edgar/data/882835/000119312523166923/d489050dex31.htm) | | |
| [removed: (c)3.2] [added: (c) 3.2] | | | | | | [Amended and Restated By-Laws.](https://www.sec.gov/Archives/edgar/data/882835/000119312524253130/d876994dex31.htm) | | |
| [removed: (d)4.1] [added: (d) 4.1] | | | | | | [Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.](https://www.sec.gov/Archives/edgar/data/882835/000088283508000026/indenture.htm) | | |
| [removed: (e)4.2] [added: (e) 4.2] | | | | | | [Indenture between Registrant and Wells Fargo Bank, dated as of November 26, 2018.](https://www.sec.gov/Archives/edgar/data/882835/000119312518333512/d659878dex41.htm) | | |
| [removed: (f)4.3] [added: (f) 4.3] | | | | | | [Form of Note.](https://www.sec.gov/Archives/edgar/data/882835/000119312515387542/d78767dex42.htm) | | |
| [removed: (g)4.4] [added: (g) 4.4] | | | | | | [Form of 4.200% Senior Notes due 2028.](https://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm) | | |
| [removed: (h)4.5] [added: (h) 4.5] | | | | | | [Form of [removed: 3.850%] [added: 3.800%] Senior Notes due [removed: 2025.](https://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] | | |
| [removed: (i)4.6] [added: (i) 4.6] | | | | | | [Form of [removed: 3.800%] [added: 2.950%] Senior Notes due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] | | |
| [removed: (j)4.7] [added: (j) 4.7] | | | | | | [Form of [removed: 2.950%] [added: 2.000%] Senior Notes due [removed: 2029.](https://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/882835/000119312520174903/d852216dex41.htm)] | | |
| [removed: (k)4.8] [added: (k) 4.8] | | | | | | [Form of [removed: 2.000%] [added: 1.400%] Senior Notes due [removed: 2030.](https://www.sec.gov/Archives/edgar/data/882835/000119312520174903/d852216dex41.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |
| [removed: (l)4.9] [added: (k) 4.9] | | | | | | [Form of [removed: 1.000%] [added: 1.750%] Senior Notes due [removed: 2025.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 2031.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |
| [removed: (l)4.10] [added: (l) 4.10] | | | | | | [Form of [removed: 1.400%] [added: 4.500%] Senior Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)] | | |
| [removed: (l)4.11] [added: (l) 4.11] | | | | | | [Form of [removed: 1.750%] [added: 4.750%] Senior Notes due [removed: 2031.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 2032.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)] | | |
| [removed: (m)4.12] [added: (l) 4.12] | | | | | | [Form [removed: 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%] [added: of 4.900%] Senior Notes due [removed: 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)] [added: 2034.](https://www.sec.gov/Archives/edgar/data/882835/000119312524204321/d873532dex41.htm)] | | |
| [removed: (m)4.13] [added: (m) 4.13] | | | | | | [Form of [removed: 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%] [added: 4.250%] Senior Notes due [removed: 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)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/882835/000119312525178683/d88971dex41.htm)] | | |
| [removed: (m)4.14] [added: (m) 4.14] | | | | | | [Form of [removed: 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%] [added: 4.450%] Senior Notes due [removed: 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)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/882835/000119312525178683/d88971dex41.htm)] | | |
| [removed: 4.15] [added: (n) 4.16] | | | | | | [Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934, filed herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/descriptionoftheregistrant.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/descriptionoftheregistrant.htm)[.](https://www.sec.gov/Archives/edgar/data/882835/000088283525000008/descriptionoftheregistrant.htm)] | | |
| [removed: (n)10.1] [added: (o) 10.1] | | | | | | [Employee Stock Purchase Plan, as Amended and Restated. †](https://www.sec.gov/Archives/edgar/data/0000882835/000088283524000037/esppamendedandrestatedeffj.htm) | | |
| [removed: (o)10.2] [added: 10.2] | | | | | | [Non-Qualified Retirement Plan, as Amended and [removed: Restated. †](https://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/882835/000088283526000009/ropernqdcplanamendedandres.htm)[, filed herewith](https://www.sec.gov/Archives/edgar/data/882835/000088283526000009/ropernqdcplanamendedandres.htm)[. †](https://www.sec.gov/Archives/edgar/data/882835/000088283526000009/ropernqdcplanamendedandres.htm)] | | |
| [removed: (p)10.3] [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 U.S. Bank, National Association, as documentation agents.](https://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm) | | |
| [removed: (q)10.4] [added: (q) 10.4] | | | | | | [Amended and Restated 2006 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312512194999/d335097ddef14a.htm) | | |
| [removed: (r)10.5] [added: (r) 10.5] | | | | | | [Form of Non-Statutory Stock Option Agreement, under the 2006 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm) | | |
| [removed: (s)10.6] [added: (s) 10.6] | | | | | | [Offer Letter to John K. Stipancich. †](https://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm) | | |
| [removed: (t)10.7] [added: (t) 10.7] | | | | | | [Form [removed: of director and officer] [added: of](https://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm) [D](https://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm)[irector and](https://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm) [O](https://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm)[fficer] Indemnification Agreement. †](https://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm) | | |
| [removed: (u)10.8] [added: (u) 10.8] | | | | | | [2016 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312516556402/d81578ddef14a.htm) | | |
| [removed: (v)10.9] [added: (v) 10.9] | | | | | | [Amendment No. 1 to the 2016 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm) | | |
| [removed: (v)10.10] [added: (w) 10.10] | | | | | | [Form of [removed: Cash-Settled Restricted] [added: Non-Statutory] Stock [removed: Unit Award Agreement for Non-US Employees,] [added: Option Agreement,] under the 2016 Incentive Plan. [removed: †](https://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm)] | | |
| [removed: (w)10.11] [added: (z) 10.15] | | | | | | [Form of Non-Statutory Stock [removed: Option Agreement,] [added: Option](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex103.htm) [Award](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex103.htm) [Agreement,] under the [removed: 2016] [added: 2021] Incentive Plan. [removed: †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex103.htm)] | | |
| [removed: (w)10.12] [added: (z) 10.16] | | | | | | [Form [removed: 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] [added: of Time-Based Restricted] Stock Award Agreement, under the [removed: 2016] [added: 2021] Incentive Plan. [removed: †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex104.htm)] | | |
| [removed: (w)10.13] [added: (z) 10.14] | | | | | | [Form of Performance-Based Restricted Stock Award Agreement, under the [removed: 2016] [added: 2021] Incentive Plan. [removed: †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)] | | |
| [removed: (x)10.14] [added: (x) 10.11] | | | | | | [Offer Letter to Neil Hunn. †](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1022.htm) | | |
| [removed: (y)10.15] [added: (y) 10.12] | | | | | | [Long-Term Incentive Opportunity Agreement for Neil Hunn. †](https://www.sec.gov/Archives/edgar/data/882835/000088283519000051/a8-k112619hunnperflett.htm) | | |
| [removed: (z)10.16] [added: (z) 10.13] | | | | | | [2021 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex101.htm) | | |
| [removed: (z)10.17] [added: (aa) 10.17] | | | | | | [Form of [removed: Performance-Based Restricted Stock] [added: Performance Share Unit] Award Agreement, under the 2021 Incentive Plan. [removed: †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex102.htm)] [added: †](https://www.sec.gov/Archives/edgar/data/882835/000088283524000008/a2023-formofroperpsuawarda.htm)] | | |
| (m) 4.15 | | | | | | [Form of 5.100% Senior Notes due 2035.](https://www.sec.gov/Archives/edgar/data/882835/000119312525178683/d88971dex41.htm) | | |
| (cc) 10.23 | | | | | | [Form of Executive Officer Performance Share Unit Award Agreement, for use commencing in 2025 under the 2021 Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000088283525000020/a2025formofroperexecutiveo.htm) | | |
| (ee) 10.28 | | | | | | [First Amendment to Roper Technologies, Inc. Director Compensation Plan](https://www.sec.gov/Archives/edgar/data/882835/000088283525000036/firstamendmenttodirectorco.htm)[.](https://www.sec.gov/Archives/edgar/data/882835/000088283525000036/firstamendmenttodirectorco.htm) [†](https://www.sec.gov/Archives/edgar/data/882835/000088283525000036/firstamendmenttodirectorco.htm) | | |
| (ee) 10.29 | | | | | | [Form of Non-Employee Director Unrestricted Stock Unit Award Agreement. †](https://www.sec.gov/Archives/edgar/data/882835/000088283525000036/a2025ropernon-employeedire.htm) | | |
| (ff) 10.30 | | | | | | [Second Amendment to Roper Technologies, Inc. Director Compensation Plan](https://www.sec.gov/Archives/edgar/data/882835/000088283525000045/secondamendmenttodirectorc.htm)[.](https://www.sec.gov/Archives/edgar/data/882835/000088283525000045/secondamendmenttodirectorc.htm) [†](https://www.sec.gov/Archives/edgar/data/882835/000088283525000045/secondamendmenttodirectorc.htm) | | |
| (ff) 10.31 | | | | | | [Form of Non-Employee Director Deferred](https://www.sec.gov/Archives/edgar/data/882835/000088283525000045/a2025non-employeedirectord.htm) [Restricted](https://www.sec.gov/Archives/edgar/data/882835/000088283525000045/a2025non-employeedirectord.htm) [](https://www.sec.gov/Archives/edgar/data/882835/000088283525000045/a2025non-employeedirectord.htm)[Stock Unit Award Agreement. †](https://www.sec.gov/Archives/edgar/data/882835/000088283525000045/a2025non-employeedirectord.htm) | | |
| cc) | | | | | | Incorporated herein by reference to Exhibits 10.1, 10.2, 10.3, and 10.4 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2025 (file no. 1-12273). | | |
| ff) | | | | | | Incorporated herein by reference to Exhibits 10.1 and 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 31, 2025 (file no. 1-12273). | | |
| (dd)10.27 | | | | | | [Separation Agreement and Full Release dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. †](https://www.sec.gov/Archives/edgar/data/882835/000088283522000079/a101forseparationagreement.htm) | | |
| (dd)10.28 | | | | | | [Service Provider Agreement dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. †](https://www.sec.gov/Archives/edgar/data/882835/000088283522000079/a102serviceprovideragreeme.htm) | | |
An excerpt. Shown here: 40 of 69 rewritten, all 8 added and all 2 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY
12 rewritten, 0 added, 3 removed, 32 unchanged
| By: | | | | | | /s/ L. Neil Hunn | | | | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ L. NEIL HUNN | | | | | | President and Chief Executive Officer | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ JASON P. CONLEY | | | | | | Executive Vice President and Chief Financial Officer | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ BRANDON CROSS | | | | | | Vice President and Corporate Controller | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ AMY WOODS BRINKLEY | | | | | | Chair of the Board of Directors | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ SHELLYE L. ARCHAMBEAU | | | | | | Director | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ IRENE M. ESTEVES | | | | | | Director | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ ROBERT D. JOHNSON | | | | | | Director | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ THOMAS P. JOYCE, JR. | | | | | | Director | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ JOHN F. MURPHY | | | | | | Director | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ LAURA G. THATCHER | | | | | | Director | | | February 24, [removed: 2025] [added: 2026] | | |
| /s/ RICHARD F. WALLMAN | | | | | | Director | | | February 24, [removed: 2025] [added: 2026] | | |
| | | | | | | | | | | | |
| /s/ CHRISTOPHER WRIGHT | | | | | | Director | | | February 24, 2025 | | |
| Christopher Wright | | | | | | | | | | | |