ROP · Roper Technologies

256 filings

8-K

ROP 8-K Current Reports

Roper Technologies - 256 current reports

Filing record · 2016–202610-K1110-Q338-K114

Showing 1-50 of 256 filings

8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Oct 22, 2026)

Roper Technologies, Inc. filed this Form 8-K on October 22, 2026 to furnish Exhibit 99.1, a press release announcing results for the quarter ended September 30, 2026. Third-quarter net revenues rose 8% to $2.17 billion, with organic revenue growth of 7% and acquisitions contributing 1%. GAAP net earnings increased 22% to $485 million, while adjusted net earnings rose 5% to $586 million. Adjusted EBITDA increased 7% to $864 million, and GAAP diluted EPS increased 33% to $4.88 while adjusted DEPS increased 15% to $5.89. The company deployed $436 million toward three bolt-on acquisitions (iPipeline, Procare and Strata) during the quarter and received $1.2 billion in proceeds from Indicor's sale of its instrumentation businesses. Management raised full-year 2026 adjusted DEPS guidance to $22.35 to $22.40, up from $22.15 to $22.30, and guided fourth-quarter adjusted DEPS to $5.95 to $6.00. The guidance excludes unannounced acquisitions or divestitures, proceeds from Indicor's pending divestiture of its Cornell Pump and Roper Pump businesses, and potential share repurchases. The CEO stated the company has more than $6 billion of capital deployment capacity. Nine-month GAAP net earnings of $2.16 billion were inflated by a $1.06 billion equity investment gain tied to Indicor, which the company excludes from adjusted results. Balance sheet activity was significant over the first nine months: the company repurchased $2.73 billion of common stock, and treasury stock rose to $3.25 billion from $516 million at year-end 2025. Current portion of long-term debt increased to $1.42 billion from $705 million, and total stockholders' equity declined to $19.17 billion from $19.88 billion. Cash provided by operating activities was $1.88 billion for the nine months.

Oct 22, 2026 8-K

Leadership ChangesExhibits & Filings

Roper Technologies 8-K Report, Executive Changes (Oct 1, 2026)

Roper Technologies, Inc. filed this Current Report on Form 8-K on October 1, 2026 to disclose that its Board of Directors elected Mr. Abhijit Dubey, age 52, as a director effective October 1, 2026, with a term expiring at the Company's 2027 Annual Meeting of Stockholders. The Board elected him on September 29, 2026. Mr. Dubey will receive compensation under the Company's standard director arrangements, as described in the 2026 Proxy Statement filed April 7, 2026. On October 1, 2026, he will receive an equity award with a grant date fair value of approximately $224,583, representing the pro-rata value of a full-year non-employee director award of $385,000. Because he elected to receive his annual cash retainer in equity, he will also receive a $5,000 equity award, representing the pro-rata value of the $30,000 cash retainer for the first six months of the Board year. He will also enter into the Company's standard indemnification agreement for directors and officers. The filing attaches Exhibit 99.1, a press release describing Mr. Dubey's background as Chief Executive Officer and Chief AI Officer of NTT DATA, Inc. and a Director of NTT DATA Group Corporation. Previously, he served as Chairman and Global Chief Executive Officer of NTT Ltd. and spent more than 20 years at McKinsey & Company. Roper's President and CEO, Neil Hunn, and Board Chair, Amy Woods Brinkley, were quoted in support of the appointment.

Oct 1, 2026 8-K

Other EventsExhibits & Filings

Roper Technologies 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Aug 10, 2026)

Roper Technologies, Inc. filed this Form 8-K under Item 5.04 to disclose a temporary suspension of trading under its employee benefit plans. The company, acting as plan administrator, has notified participants of an anticipated blackout period for the Roper Technologies, Inc. Employees' Retirement Savings 003 Plan and Employees' Retirement Savings 004 Plan (collectively, the 401(k) Plans). The blackout is tied to the transition of recordkeeping services for the 401(k) Plans from Vanguard to Fidelity Investments, effective October 2, 2026. During the blackout, participants and beneficiaries will be temporarily unable to change investment elections, transfer assets among funds, obtain loans or distributions, or conduct certain other transactions, including transactions involving Company common stock held through the plans. The blackout is expected to begin at 4:00 p.m. Eastern Time on September 25, 2026, and end during the week of October 18, 2026. Under Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR, the company notified its directors and executive officers on August 7, 2026 that, during the blackout and subject to certain exceptions, they are prohibited from purchasing, selling, or otherwise acquiring or transferring Company equity securities acquired through their service or employment. The filing is administrative in nature and does not report financial results or a change in operations.

Aug 10, 2026 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jul 23, 2026)

Roper Technologies, Inc. reported second-quarter 2026 net revenues of $2.11 billion, up 9% from $1.94 billion a year earlier. Management attributed 5% of that growth to organic revenue and 3% to acquisitions, with no foreign exchange contribution. GAAP net earnings rose to $1,168.5 million from $378.3 million, but the increase was driven largely by an $835.2 million equity investment gain tied to the company's minority stake in Indicor. On a non-GAAP basis, adjusted diluted earnings per share (DEPS) increased 10% to $5.38, and adjusted free cash flow increased 11% to $447 million. The company repurchased 3.6 million shares for $1.2 billion in the quarter. Under the program to date, it has repurchased 9.0 million shares for $3.2 billion, which management says is more than 8% of shares outstanding. Long-term debt, net of current portion, increased to $10.60 billion at June 30, 2026 from $8.60 billion at December 31, 2025, and treasury stock rose to $3.25 billion from $516.1 million. Roper raised its full-year 2026 guidance. Adjusted DEPS is now expected at $22.15 to $22.30, up from $21.80 to $22.05. Total revenue growth is now expected at 8% or more, versus approximately 8% previously, and organic revenue growth at approximately 6%, versus 5% to 6% previously. Third-quarter 2026 adjusted DEPS is guided to $5.75 to $5.80. Guidance excludes future acquisitions or divestitures, proceeds from Indicor's pending divestiture of its instrumentation businesses, and potential share repurchases.

Jul 23, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Roper Technologies 8-K Report, Executive Changes (May 19, 2026)

At its 2026 Annual Meeting on May 19, 2026, Roper Technologies, Inc. (ROP) shareholders approved an amendment to the Roper Technologies, Inc. 2021 Incentive Plan. The amendment adds 14,150,000 new shares of common stock, bringing the total approved for awards under the plan to 23,409,479 shares, including 9,259,479 shares previously approved in 2021. It also eliminates an exception to the one-year minimum vesting requirement for awards to non-employee directors. Shareholders also approved an amended and restated Employee Stock Purchase Plan, effective July 1, 2026. The plan adds 1,000,000 new shares, bringing the total approved for purchase to 2,000,000 shares. Participants may now contribute up to 15% of compensation through payroll deductions, up from 10%, and the purchase discount increases from 10% to 15%. The number of offering periods falls from four three-month periods to two. All nine director nominees were elected to one-year terms, and shareholders approved the say-on-pay advisory vote, the ratification of PricewaterhouseCoopers LLP as auditor for 2026, and both incentive plan proposals. A shareholder proposal asking for a strategic review of a proposed spin-off of the Application Software and Network Software segments was not approved, receiving 536,956 votes for and 88,537,496 against.

May 19, 2026 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Apr 23, 2026)

Roper Technologies, Inc. reported first quarter 2026 results for the quarter ended March 31, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net revenues rose 11% to $2.10 billion, with organic revenue up 6% and acquisitions contributing 5%. GAAP net earnings increased 54% to $509 million, while adjusted net earnings rose 4% to $539 million and adjusted EBITDA increased 8% to $797 million. The GAAP increase was driven largely by a $167.3 million equity investment gain tied to the minority stake in Indicor, which is excluded from the company's non-GAAP results. Operating cash flow increased 12% to $592 million and free cash flow increased 11% to $562 million. Capital deployment was a major focus. The company repurchased 4.3 million shares for $1.5 billion in the quarter and 6.0 million shares for $2.2 billion program-to-date. The Board authorized an additional $3 billion of repurchases, bringing remaining capacity to $3.8 billion. Management also cited more than $5 billion of deployable capacity for acquisitions and buybacks. Total long-term debt rose to $9.75 billion from $8.60 billion at year-end 2025, reflecting a $1.15 billion net revolver borrowing, and treasury stock increased to $2.02 billion. Roper raised its full-year 2026 adjusted DEPS guidance to $21.80 to $22.05 from $21.30 to $21.55. Second-quarter 2026 adjusted DEPS guidance is $5.25 to $5.30. Guidance excludes unannounced acquisitions or divestitures and potential share repurchases, and does not include potential impacts from the Indicor investment, which the company says cannot be reasonably predicted.

Apr 23, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Roper Technologies 8-K Report, Material Agreement (Apr 1, 2026)

Roper Technologies, Inc. entered into a new five-year unsecured credit facility dated March 30, 2026 (the "Credit Agreement"), which replaces its existing $3.50 billion unsecured credit facility dated July 21, 2022. The new facility comprises a five-year $3.50 billion revolving credit facility, with up to $150.0 million available for letters of credit, of which $60.0 million shall be committed. The Company may also, subject to specified conditions, request additional term loans or revolving credit commitments in an aggregate amount not to exceed $1.00 billion. JPMorgan Chase Bank, N.A. serves as administrative agent, with Bank of America, N.A. and Wells Fargo Bank, National Association as syndication agents. The facility's pricing is tied to Roper's senior unsecured long-term debt rating. Based on the current rating, term SOFR loans would bear a spread of 0.920%, ABR loans a spread of 0.000%, letters of credit a quarterly fee of 0.920% per annum plus a 0.125% fronting fee, and the facility fee would accrue at 0.080% per annum. The Credit Agreement requires a Total Debt to Total Capital Ratio of 0.65 to 1.00 or less, and borrowings are prepayable at any time without premium or penalty. Roper may add foreign subsidiaries as borrowers, guaranteeing their obligations, but the Company's own obligations are not guaranteed by its subsidiaries. In connection with entering the new facility, Roper terminated its prior credit agreement, under which $2.0 billion of principal was outstanding and approximately $6.2 million of letters of credit were outstanding as of the termination date. The filing is primarily a refinancing and amendment of the Company's core liquidity backstop, with the terms of the new agreement set out in Exhibit 10.1.

Apr 1, 2026 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jan 27, 2026)

Roper Technologies, Inc. filed this Form 8-K on January 27, 2026 to furnish its press release (Exhibit 99.1) reporting results for the fourth quarter and fiscal year ended December 31, 2025, and initiating 2026 guidance. Fourth-quarter revenue rose 10% to $2.06 billion, with acquisitions contributing 5% and organic growth 4%. GAAP net earnings decreased 7% to $428 million, while adjusted net earnings increased 8% to $561 million. Adjusted EBITDA grew 10% to $818 million, and free cash flow rose 4% to $714 million. For the full year, revenue increased 12% to $7.90 billion, GAAP diluted EPS decreased 1% to $14.20, and adjusted DEPS increased 9% to $20.00. For 2026, the company guides to adjusted DEPS of $21.30 to $21.55, total revenue growth of approximately 8%, and organic revenue growth of 5% to 6%. Q1 2026 adjusted DEPS is expected to be $4.95 to $5.00. Guidance excludes unannounced acquisitions or divestitures and potential share repurchases, and it does not reflect potential impacts from the company's minority investment in Indicor, which the company says will be excluded from non-GAAP results going forward. During 2025, Roper deployed $3.3 billion on acquisitions, including CentralReach and Subsplash, and repurchased 1.12 million shares for $500 million. Total debt on the balance sheet rose, with long-term debt at $8.60 billion at year end versus $6.58 billion a year earlier, and the company issued $2.0 billion of senior notes during the year. Management states it has significant M&A capacity and flexibility to use its share repurchase program.

Jan 27, 2026 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Oct 23, 2025)

Roper Technologies, Inc. filed this Form 8-K on October 23, 2025 to furnish its press release (Exhibit 99.1) reporting third-quarter 2025 results for the quarter ended September 30, 2025. Revenue rose 14% to $2.02 billion, with acquisitions contributing 8 percentage points and organic growth 6%. GAAP net earnings increased 8% to $398 million, while adjusted net earnings increased 12% to $557 million. Adjusted EBITDA grew 13% to $810 million, operating cash flow rose 15% to $870 million, and free cash flow increased 17% to $842 million. GAAP diluted EPS was $3.68 (up 8%) and adjusted DEPS was $5.14 (up 11%), which included a $(0.05) impact from third-quarter bolt-on acquisitions not reflected in prior guidance. Management adjusted full-year 2025 adjusted DEPS guidance to $19.90–$19.95, down from the prior $19.90–$20.05 range, reflecting underlying trends and $0.10 of incremental dilution from third-quarter acquisitions. Total revenue growth of approximately 13% is still expected, and organic revenue growth is now expected to be approximately 6%. For the fourth quarter, adjusted DEPS guidance is $5.11–$5.16. Management cited the government shutdown and timing delays at Neptune as factors affecting results. During the quarter the company deployed $1.3 billion toward Subsplash and several bolt-on acquisitions, and it also acquired Convoy and Orchard Software. The Board authorized a new share repurchase program of up to $3 billion of common stock. Repurchases may be made through open-market or privately negotiated transactions, carry no obligation to buy any particular amount, and may be suspended at any time. The filing also reports a balance sheet with total assets of $34.58 billion at September 30, 2025, total debt (current and long-term) of $9.45 billion, and cash of $320.0 million.

Oct 23, 2025 8-K

Financial EventsOther EventsExhibits & Filings

Roper Technologies 8-K Report, Financial Obligation (Aug 12, 2025)

On August 12, 2025, Roper Technologies, Inc. consummated the issuance and sale of $2.0 billion in aggregate principal amount of senior unsecured notes under an underwriting agreement dated August 7, 2025 with BofA Securities, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives. The offering comprises $500 million of 4.250% Senior Notes due 2028, $500 million of 4.450% Senior Notes due 2030, and $1.0 billion of 5.100% Senior Notes due 2035. The notes were issued under a 2018 indenture with Computershare Trust Company, N.A. as trustee, as supplemented by an officer's certificate dated August 12, 2025, and were sold under the company's Form S-3ASR registration statement dated October 24, 2024. The filing is primarily a debt financing disclosure filed under Item 2.03 (creation of a direct financial obligation) and Item 8.01 (other events). The company's material terms for the notes are set out in the officer's certificate, filed as Exhibit 4.1, and the underwriting agreement is filed as Exhibit 1.1. An opinion of Jones Day is included as Exhibit 5.1.

Aug 12, 2025 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jul 21, 2025)

Roper Technologies, Inc. reported second-quarter 2025 results for the period ended June 30, 2025, with revenue of $1.94 billion, up 13%. Organic revenue grew 7% and acquisitions contributed 6%. GAAP net earnings rose 12% to $378 million, and adjusted net earnings rose 9% to $528 million. Adjusted EBITDA increased 12% to $775 million, and adjusted free cash flow increased 10% to $403 million. Management said growth was balanced across all three segments: Application Software, Network Software, and Technology Enabled Products. The company also announced a definitive agreement to acquire Subsplash, a provider of AI-enabled, cloud-based software and fintech solutions serving over 20,000 faith-based organizations and churches, for a purchase price of $800 million. The filing states the deal is expected to close later in July 2025 and that the company's guidance includes its impact. Management described Subsplash as having a high-teens organic growth profile. Roper raised its full-year 2025 outlook. Adjusted DEPS guidance is now $19.90 to $20.05, up from $19.80 to $20.05 previously. Total revenue growth is now expected to be about 13%, up from about 12%, while organic revenue growth expectations of 6% to 7% are unchanged. Third-quarter 2025 adjusted DEPS is guided to $5.08 to $5.12. Guidance excludes unannounced future acquisitions or divestitures.

Jul 21, 2025 8-K

Shareholder MattersExhibits & Filings

Roper Technologies 8-K Report, Shareholder Vote Results (Jun 11, 2025)

Roper Technologies, Inc. filed this Form 8-K under Item 5.07 to report the results of its 2025 Annual Meeting of Shareholders, held June 10, 2025, in Sarasota, Florida. Shareholders elected all nine director nominees to one-year terms expiring at the 2026 Annual Meeting. Shareholders also approved the two other proposals: a non-binding advisory vote on named executive officer compensation and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025. The say-on-pay proposal received 85,257,889 votes for, 8,019,312 against, 178,849 abstentions and 4,958,552 broker non-votes. The auditor ratification received 93,295,034 votes for, 5,074,559 against and 45,009 abstentions. Director support varied: Richard F. Wallman recorded the highest number of votes against (4,560,573), while L. Neil Hunn recorded the most votes for (93,203,454) among the nominees. The filing contains no financial results, guidance or transactions. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document. For investors, the main takeaways are the continuity of the board, the shareholder endorsement of executive pay and the reappointment of the auditor.

Jun 11, 2025 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Apr 28, 2025)

Roper Technologies, Inc. filed this Form 8-K on April 28, 2025 to furnish its press release (Exhibit 99.1) reporting results for the first quarter ended March 31, 2025. Revenue increased 12% to $1.88 billion, comprising an 8% acquisition contribution and 5% organic growth. GAAP net earnings decreased 13% to $331 million, while adjusted net earnings increased 9% to $517 million. GAAP diluted EPS decreased 14% to $3.06, and adjusted DEPS increased 8% to $4.78. Adjusted EBITDA rose 9% to $740 million, and trailing-twelve-months adjusted free cash flow grew 12%, to $2.28 billion in the reconciliation table. Management raised its full-year 2025 adjusted DEPS guidance to $19.80 to $20.05, from $19.75 to $20.00, and increased its total revenue growth outlook to approximately 12% from 10%+. Organic revenue growth expectations were maintained at 6% to 7%. For Q2 2025, the company guided to adjusted DEPS of $4.80 to $4.84. The guidance includes the CentralReach acquisition, which closed on April 23, 2025, and excludes unannounced future acquisitions or divestitures. The quarter's GAAP results were affected by a $44 million pretax charge from the company's minority equity investment in Indicor, reported within equity investments (gain) loss, net. Roper excludes these impacts from its non-GAAP measures. Cash and cash equivalents rose to $372.8 million at March 31, 2025, and the company remains positioned for continued acquisitions.

Apr 28, 2025 8-K

Leadership ChangesExhibits & Filings

Roper Technologies 8-K Report, Executive Changes (Apr 14, 2025)

Roper Technologies, Inc. (ROP) filed this Current Report on Form 8-K on April 14, 2025, under Item 5.02 to disclose a board change. Christopher Wright notified the Company on April 8, 2025, of his intention to retire from the Board of Directors, effective as of the Company's 2025 Annual Meeting of Shareholders to be held on June 10, 2025. Mr. Wright has served as a Director since 1991. Upon his retirement, the size of the Board will be reduced to 9 directors. The filing states that Mr. Wright's decision to retire was not due to any disagreements with the Company on any matter relating to its operations, policies, or practices. The filing includes no financial results, financial statements, or operating metrics; its only exhibit listed is the Cover Page Interactive Data File (Exhibit 104). For investors, this is a governance update rather than a financial event. It reflects a long-tenured director's planned departure and a corresponding reduction in board size, with no stated disagreement behind the decision.

Apr 14, 2025 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jan 30, 2025)

Roper Technologies, Inc. (Nasdaq: ROP) reported results for the fourth quarter and full year ended December 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter revenue rose 16% to $1.88 billion, with acquisitions contributing 9 percentage points and organic growth 7%. GAAP net earnings increased 22% to $462 million and GAAP diluted EPS (DEPS) increased 22% to $4.28. For the full year, revenue increased 14% to $7.04 billion, with 6% organic growth and an 8% acquisition contribution. Operating cash flow was $2.39 billion, and free cash flow grew 16% to $2.3 billion, which management said surpassed $2 billion for the first time. Management deployed $3.6 billion of capital into vertical software acquisitions, including Procare Solutions and Transact Campus. Full-year GAAP net earnings rose 13% to $1.55 billion and GAAP DEPS rose 13% to $14.35. Adjusted net earnings rose 10% to $1.98 billion and adjusted DEPS rose 10% to $18.31. Adjusted figures exclude the financial impacts of Roper's minority investments in Indicor and Certinia, which are recorded in "equity investments gain, net." Roper sold its Certinia minority interest during the quarter and recognized the associated gain in that line. For 2025, Roper guided to full-year adjusted DEPS of $19.75 to $20.00 and first-quarter adjusted DEPS of $4.70 to $4.74. The company expects total revenue growth of 10% or more, with organic revenue growth of 6% to 7%. Guidance excludes unannounced future acquisitions or divestitures and any potential impacts from the Indicor investment, which management said cannot be reasonably predicted.

Jan 30, 2025 8-K

Corporate ChangesExhibits & Filings

Roper Technologies 8-K Report, Bylaw Amendment (Nov 7, 2024)

On November 6, 2024, the Board of Directors of Roper Technologies, Inc. amended the Company's Amended and Restated By-Laws, specifically Article 12, Amendments. The change lowers the shareholder vote needed to amend the By-Laws at any stockholder meeting from at least 66⅔% of the shares entitled to vote to at least a majority of those shares. The filing is narrow in scope and does not disclose financial results, operating developments, or other financial metrics. Its significance for investors lies in governance: a majority-vote threshold makes it easier for shareholders to change the By-Laws, which can increase shareholder influence over the company's governing rules. The amended By-Laws are filed as Exhibit 3.1 and incorporated by reference, and the filing notes that the description is qualified in its entirety by the full text of those By-Laws. The filing also includes Exhibit 104, the cover page Interactive Data File embedded within the Inline XBRL document.

Nov 7, 2024 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Oct 23, 2024)

Roper Technologies, Inc. filed this Form 8-K on October 23, 2024 to furnish its press release (Exhibit 99.1) announcing results for the quarter ended September 30, 2024, on a continuing operations basis. Third-quarter net revenues rose 13% to $1.76 billion, with organic revenue up 4% and acquisitions contributing 9%. GAAP diluted earnings per share increased 6% to $3.40, and adjusted DEPS increased 7% to $4.62. Adjusted EBITDA grew 10% to $717 million, operating cash flow was $755 million, and adjusted free cash flow increased 15% to $719 million. Management raised its full-year 2024 adjusted DEPS guidance to $18.21 to $18.25, up from $18.10 to $18.25, and increased its total revenue growth outlook to 13% or more, while continuing to expect organic revenue growth of approximately 6%. Fourth-quarter adjusted DEPS is guided to $4.70 to $4.74. Guidance excludes unannounced future acquisitions or divestitures. The company stated it completed the acquisition of Transact Campus during the quarter, which was combined with its CBORD business. The balance sheet shows goodwill of $19.27 billion and other intangible assets of $9.21 billion at September 30, 2024, against total assets of $31.55 billion. Long-term debt, net of current portion, rose to $7.68 billion from $5.83 billion at December 31, 2023, and nine-month acquisitions of businesses totaled $3.46 billion in cash. Management highlighted significant M&A capacity and a robust acquisition pipeline.

Oct 23, 2024 8-K

Financial EventsOther EventsExhibits & Filings

Roper Technologies 8-K Report, Financial Obligation (Aug 21, 2024)

Roper Technologies, Inc. consummated on August 21, 2024 the issuance and sale of $2,000,000,000 in aggregate principal amount of senior unsecured notes under an Underwriting Agreement dated August 19, 2024 with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters. The offering consists of three tranches: $500,000,000 of 4.500% Senior Notes due 2029, $500,000,000 of 4.750% Senior Notes due 2032, and $1,000,000,000 of 4.900% Senior Notes due 2034. The Notes were issued under the Company's November 26, 2018 Indenture with Computershare Trust Company, N.A., as successor trustee, as supplemented by an Officer's Certificate dated August 21, 2024. They were offered under the Company's Form S-3ASR registration statement dated October 28, 2021 and related preliminary and final prospectus supplements dated August 19, 2024. The filing is made under Item 2.03 (creation of a direct financial obligation) and Item 8.01 (other events). For investors, the filing establishes $2.0 billion of new long-term unsecured debt with staggered maturities from 2029 to 2034. The filing itself does not state the use of proceeds, and the exhibits (Underwriting Agreement, Officer's Certificate with forms of Notes, and Jones Day legal opinion) are attached for the full terms.

Aug 21, 2024 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jul 24, 2024)

Roper Technologies, Inc. furnished a press release (Exhibit 99.1) reporting results for the second quarter ended June 30, 2024, on a continuing operations basis. Net revenues rose 12% to $1.72 billion, with organic revenue up 4%. GAAP net earnings declined 7% to $337 million (GAAP diluted EPS of $3.12, down 7%), while adjusted net earnings increased 9% to $483 million and adjusted DEPS increased 9% to $4.48. Adjusted EBITDA grew 13% to $695 million, and operating cash flow rose 20% to $384 million. CEO Neil Hunn cited improving demand for enterprise software, partially offset by production timing at Neptune, and said second-quarter free cash flow of $367 million brought trailing-twelve-month adjusted free cash flow to $2.1 billion, or 32% of revenue. Roper raised the low end of its full-year 2024 adjusted DEPS guidance to $18.10 - $18.25, from $18.05 - $18.25. The company continues to expect full-year total revenue growth of approximately 12% and organic revenue growth of approximately 6%, and it guides third-quarter adjusted DEPS to $4.50 - $4.54. Guidance excludes unannounced future acquisitions or divestitures. The filing also notes that GAAP results in the quarter were affected by the minority investments in Indicor and Certinia, which were reported in equity investments (gain) loss, net; in Q2 2023 that line was a $66.0 million gain, versus a $0.8 million loss in Q2 2024. Balance sheet activity over the first half of 2024 shows goodwill rising to $18.31 billion and total long-term debt, net of current portion, increasing to $6.92 billion from $5.83 billion at year-end 2023. Cash flow statements show $1.86 billion spent on acquisitions of businesses in the six months ended June 30, 2024, funded in part by $1.09 billion of net revolving line of credit borrowings. Management stated it has a robust acquisition pipeline and substantial M&A capacity.

Jul 24, 2024 8-K

Shareholder MattersExhibits & Filings

Roper Technologies 8-K Report, Shareholder Vote Results (Jun 13, 2024)

On June 12, 2024, Roper Technologies, Inc. held its 2024 Annual Meeting of Shareholders in Sarasota, Florida. Shareholders elected all ten director nominees to one-year terms expiring at the 2025 Annual Meeting. Each nominee received more votes for than against, with For votes ranging from 86,741,726 (Amy Woods Brinkley) to 90,961,139 (L. Neil Hunn). Shareholders approved three of the four proposals. A non-binding advisory say-on-pay vote on named executive officer compensation passed with 81,615,960 votes for and 9,843,872 against, along with 126,340 abstentions and 5,337,465 broker non-votes. Shareholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 92,286,129 votes for and 4,527,900 against. A shareholder proposal regarding majority voting requirements was approved, with 86,438,738 votes for, 3,462,448 against, 1,660,185 abstentions and 5,362,266 broker non-votes. The filing reports only voting results under Item 5.07. The only exhibit listed is the Cover Page Interactive Data File (Exhibit 104), which is embedded within the Inline XBRL document.

Jun 13, 2024 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Apr 26, 2024)

Roper Technologies, Inc. (Nasdaq: ROP) reported first quarter 2024 results for the quarter ended March 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue increased 14% to $1.68 billion, including 8% organic growth. GAAP net earnings increased 34% to $382 million, GAAP diluted EPS (DEPS) increased 33% to $3.54, and adjusted DEPS increased 13% to $4.41. Adjusted EBITDA increased 16% to $676 million, and operating cash flow increased 14% to $531 million. The company stated a 31% free cash flow margin. Results include a $57.0 million equity investment gain tied to its minority stakes in Indicor and Certinia, which the company excludes from adjusted results. Roper raised its full-year 2024 adjusted DEPS guidance to $18.05 to $18.25, up from the prior $17.85 to $18.15 range, and guided second-quarter 2024 adjusted DEPS to $4.42 to $4.46. Management cited strong first-quarter results, continued customer demand for mission-critical solutions, and growth in its recurring revenue base. The company completed its acquisition of Procare during the quarter, with acquisitions of businesses totaling $1,858.7 million in cash outflows. Guidance excludes unannounced future acquisitions or divestitures. Balance sheet changes were significant. Long-term debt, net of current portion, rose to $7,222.3 million from $5,830.6 million at December 31, 2023, reflecting $1,390.0 million in net revolving line of credit borrowings. Goodwill increased to $18,310.8 million and other intangible assets to $8,830.9 million, while cash and cash equivalents declined to $198.4 million. Management stated it has significant M&A capacity and a robust acquisition pipeline.

Apr 26, 2024 8-K

Leadership ChangesExhibits & Filings

Roper Technologies 8-K Report, Executive Changes (Apr 8, 2024)

Roper Technologies, Inc. filed a Current Report on Form 8-K dated April 8, 2024 to disclose that its Board of Directors elected John F. Murphy, age 55, as a director, effective that day. Mr. Murphy's term expires at the Company's 2024 Annual Meeting of Stockholders, and he will serve on the Audit Committee effective with his election. Under the Company's standard non-employee director arrangements, Mr. Murphy will receive an equity award with a grant date fair value of approximately $64,167, which represents the pro-rata value of a full-year non-employee director award of $385,000. He will also enter into the Company's standard form of director and officer indemnification agreement. Compensation terms follow the Company's 2023 Proxy Statement, filed with the SEC on April 28, 2023. The filing describes Mr. Murphy as most recently Executive Vice President and Chief Financial Officer of Adobe Inc., with prior executive roles at Qualcomm and DIRECTV. Roper's CEO Neil Hunn and Board Chair Amy Woods Brinkley commented in a press release, Exhibit 99.1, which was furnished with the filing. The filing contains no financial results or guidance.

Apr 8, 2024 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jan 31, 2024)

Roper Technologies, Inc. furnished a press release (Exhibit 99.1) dated January 31, 2024 reporting results for the fourth quarter and full year ended December 31, 2023, on a continuing operations basis. Fourth-quarter revenue rose 13% to $1.61 billion, with organic revenue up 8%. GAAP diluted EPS (DEPS) increased 51% to $3.50 and adjusted DEPS increased 11% to $4.37. Adjusted EBITDA grew 11% to $659 million, and GAAP operating cash flow was $622 million. For the full year, revenue increased 15% to $6.18 billion (organic up 8%), GAAP DEPS increased 38% to $12.74, and adjusted DEPS increased 17% to $16.71. Adjusted EBITDA rose 16% to $2.51 billion, and adjusted operating cash flow increased 33% to $2.07 billion. Management initiated 2024 guidance calling for full-year adjusted DEPS of $17.85 to $18.15, total revenue growth of 11% to 12%, and organic revenue growth of 5% to 6%. First-quarter adjusted DEPS is expected at $4.30 to $4.34. Guidance includes the pending acquisition of Procare Solutions, expected to close in the first quarter of 2024, and excludes unannounced future acquisitions or divestitures. The company also reported that it allocated $2.1 billion to vertical software acquisitions during 2023, and it holds minority interests in Indicor and Certinia, whose fair value changes are reported in 'equity investments activity, net' and excluded from non-GAAP results. The filing also reports completed divestitures of TransCore, Zetec and the majority stake in the industrial businesses (Indicor), which are presented as discontinued operations. Year-end 2023 cash and cash equivalents were $214.3 million, down from $792.8 million, and long-term debt net of current portion was $5.83 billion.

Jan 31, 2024 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Oct 25, 2023)

Roper Technologies, Inc. filed this Form 8-K on October 25, 2023 to furnish its third-quarter 2023 earnings press release (Exhibit 99.1) under Item 2.02. Revenue rose 16% to $1.56 billion, with organic revenue up 6%. GAAP diluted EPS (DEPS) increased 24% to $3.21, and adjusted DEPS increased 18% to $4.32. GAAP net earnings were $346 million, adjusted EBITDA increased 18% to $652 million, and GAAP operating cash flow was $631 million. Adjusted free cash flow was $625 million, bringing trailing-twelve-month adjusted free cash flow to $1.8 billion, per management. The company raised its full-year 2023 adjusted DEPS guidance to $16.62 to $16.66, up from $16.36 to $16.50. Fourth-quarter adjusted DEPS guidance is $4.28 to $4.32. Management stated the guidance excludes the impact of unannounced future acquisitions or divestitures. During the quarter, the company deployed $2.0 billion toward vertical software acquisitions, including Syntellis Performance Solutions, which was combined with Strata Decision Technology. Roper also acquired a minority interest in Certinia for $125 million, accounted for under the equity method. The company has completed the divestitures of TransCore, Zetec, and its majority stake in industrial businesses (Indicor), which are reported as discontinued operations. Roper now holds a minority interest in Indicor, and the fair value of that stake is marked each quarter through "equity investment activity, net," which is excluded from non-GAAP results. As of September 30, 2023, cash and cash equivalents were $299.5 million, total debt (current and long-term) was $6.88 billion, and total assets were $28.19 billion.

Oct 25, 2023 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jul 21, 2023)

Roper Technologies, Inc. furnished a press release (Exhibit 99.1) under Item 2.02 reporting results for the quarter ended June 30, 2023. Second-quarter net revenues rose to $1.53 billion, up 17%, with organic revenue growth of 9% and acquisitions/divestitures contributing 8%. GAAP net earnings from continuing operations were $361 million, and GAAP diluted EPS (DEPS) increased 59% to $3.36. Adjusted DEPS grew 20% to $4.12, and adjusted EBITDA increased 20% to $617 million. Free cash flow was $295 million, up 17%. The company's non-GAAP adjustments include a $66 million pretax financial impact from its minority investment in Indicor, following the sale of a majority stake in its industrial businesses to CD&R. Management raised full-year 2023 adjusted DEPS guidance to $16.36 to $16.50, from a previous range of $16.10 to $16.30. Third-quarter 2023 adjusted DEPS is guided to $4.16 to $4.20. The guidance excludes the impact of unannounced future acquisitions or divestitures. CEO Neil Hunn said the company has substantial M&A capacity and continues to evaluate acquisition opportunities. At June 30, 2023, cash and cash equivalents were $1,462.8 million, compared with $792.8 million at December 31, 2022. Total assets were $27,460.4 million and total stockholders' equity was $16,745.9 million. Divestitures of TransCore, Zetec, and the majority stake in the industrial businesses (Indicor) are reported as discontinued operations.

Jul 21, 2023 8-K

Securities & ListingRegulation FDExhibits & Filings

Roper Technologies 8-K Report, Listing Notice (Jun 22, 2023)

On June 22, 2023, Roper Technologies, Inc. (ROP) announced that its Board of Directors authorized a voluntary withdrawal of the principal listing of its common stock from the New York Stock Exchange (NYSE) and a transfer of that listing to The Nasdaq Global Select Market. Roper expects its NYSE listing and trading to end at market close on July 5, 2023, with trading on Nasdaq beginning at market open on July 6, 2023. The common stock will continue to trade under the symbol "ROP." According to the accompanying press release (Exhibit 99.1), upon transferring, Roper will become part of the Nasdaq Composite Index and will meet the eligibility requirements of the Nasdaq-100 Index. CEO Neil Hunn said Roper's businesses provide mission critical software and tech-enabled solutions, making the company a natural fit to trade alongside other innovative growth companies. The filing describes Roper as a constituent of the S&P 500 and Fortune 1000, and as a company that deploys excess free cash flow into high-quality acquisitions. The filing is a notice of a listing transfer and does not contain financial results or operating metrics. Its main significance for investors is the change of exchange and index eligibility, while the ticker and trading continuity are unchanged. The press release is furnished under Item 7.01 and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

Jun 22, 2023 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Roper Technologies 8-K Report, Bylaw Amendment (Jun 14, 2023)

Roper Technologies, Inc. filed this Current Report to disclose results from its 2023 Annual Meeting of Shareholders, held June 13, 2023 in Sarasota, Florida, and to report a charter change. Shareholders approved an amendment and restatement of the Company's Restated Certificate of Incorporation, which the Board had previously approved subject to shareholder approval. On June 13, 2023, the Company filed the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The filing states that the form was included as Appendix B to the April 28, 2023 proxy statement and is attached as Exhibit 3.1. All nine director nominees were elected to one-year terms expiring at the 2024 Annual Meeting. Shareholders also approved the non-binding say-on-pay advisory vote, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023, and the charter amendment permitting exculpation of officers. For the say-on-pay frequency vote, the one-year option received a plurality of votes cast. In response, the Board determined that future say-on-pay votes will be held annually until the next frequency vote, which the filing states will occur no later than the 2029 Annual Meeting. For investors, the principal actions were the charter restatement, which adds officer exculpation, and the Board's decision to hold say-on-pay votes annually. The filing contains no financial results or operating information.

Jun 14, 2023 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Apr 27, 2023)

Roper Technologies, Inc. furnished a press release (Exhibit 99.1) with its results for the quarter ended March 31, 2023. Net revenues rose 15% to $1.47 billion, with organic revenue up 8%. GAAP diluted earnings per share from continuing operations increased 20% to $2.66, adjusted diluted EPS rose 19% to $3.90, GAAP net earnings from continuing operations were $284 million, and adjusted EBITDA increased 15% to $582 million. Operating cash flow from continuing operations increased 5% to $465 million, or 16% excluding the payment of a $45 million legal settlement related to the Berall v. Verathon patent litigation. The company raised its full-year 2023 adjusted diluted EPS guidance to $16.10 - $16.30, up from the prior $15.90 - $16.20, and guided second-quarter 2023 adjusted diluted EPS to $3.96 - $4.00. Guidance excludes the impact of unannounced future acquisitions or divestitures. Management highlighted free cash flow margin above 30% and significant capacity for acquisitions. Following divestitures of TransCore, Zetec, CIVCO Radiotherapy, and a majority stake in its industrial businesses (Indicor), Roper now holds a minority interest in Indicor, whose fair value is updated quarterly and reported as equity investment activity, net. Cash and cash equivalents were $1.18 billion at March 31, 2023, and total assets were $27.13 billion.

Apr 27, 2023 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jan 27, 2023)

Roper Technologies, Inc. furnished a press release (Exhibit 99.1) reporting results for the fourth quarter and fiscal year ended December 31, 2022. Fourth-quarter revenue increased 14% to $1.43 billion, with organic revenue up 7%. GAAP diluted EPS from continuing operations rose 48% to $2.32, and adjusted DEPS rose 17% to $3.92. Full-year revenue increased 11% to $5.37 billion, with organic revenue up 9%. Full-year GAAP DEPS increased 22% to $9.23 and adjusted DEPS increased 15% to $14.28. GAAP net earnings were $986 million for the year on a continuing-operations basis, and total net earnings were $4.54 billion including discontinued operations and a $3.36 billion gain on disposition of discontinued operations. The company stated it has completed the divestitures of TransCore, Zetec, CIVCO Radiotherapy, and its majority stake in its industrial businesses. It acquired businesses for $4.3 billion during 2022, highlighted by Frontline Education, and now holds a minority interest in Indicor following the sale of a majority interest in its industrial businesses to CD&R. Fourth-quarter operating cash flow was $56 million, including $419 million of tax payments tied to divestitures; adjusted operating cash flow was $476 million. Full-year operating cash flow was $607 million, including $954 million of divestiture-related tax payments, and adjusted operating cash flow was $1.56 billion. For 2023, Roper guided full-year adjusted DEPS to $15.90 to $16.20 and first-quarter adjusted DEPS to $3.80 to $3.84, with full-year organic revenue growth of 5% to 6%. Guidance excludes unannounced future acquisitions or divestitures and does not include the potential impact of the Indicor minority investment, whose fair value will be reported in other income (expense) and excluded from non-GAAP results beginning in the first quarter of 2023. The fourth quarter also included a $45 million pre-tax legal settlement charge related to the Berall v. Verathon patent litigation.

Jan 27, 2023 8-K/A

Leadership ChangesExhibits & Filings

Roper Technologies 8-K/A Report, Executive Changes (Jan 13, 2023)

Roper Technologies, Inc. filed this Current Report on Form 8-K/A to amend its Original Form 8-K filed November 15, 2022, which disclosed transition plans for the Chief Financial Officer position. Robert C. Crisci, CFO since 2017, will transition from the role on February 1, 2023, and Jason P. Conley, the Company's Vice President and Chief Accounting Officer, will become the new CFO on that date. The amendment discloses that on January 10, 2023, the Compensation Committee approved an increase in Mr. Conley's annual base salary to $675,000, reflecting his new position and expanded responsibilities as CFO. His annual cash incentive opportunity is 125% of base salary. The filing also reports that on January 12, 2023, the Board appointed Brandon L. Cross as Vice President and Corporate Controller (principal accounting officer), effective February 1, 2023. Mr. Cross, age 37, will receive an annual base salary of $300,000 and a cash incentive opportunity of 70% of base salary, and remains eligible for the Company's equity compensation program.

Jan 13, 2023 8-K/A

Leadership ChangesExhibits & Filings

Roper Technologies 8-K/A Report, Executive Changes (Dec 15, 2022)

Roper Technologies, Inc. (ROP) filed this amended Current Report on Form 8-K to supplement its November 15, 2022 Form 8-K, which announced a CFO transition. Robert C. Crisci, who has served as Chief Financial Officer since 2017, will transition out of the role, and Jason P. Conley, the company's current Vice President and Chief Accounting Officer, will become CFO on February 1, 2023. This amendment discloses that on December 13, 2022, the company and Mr. Crisci entered into a Separation Agreement and Full and Final Release. Under that agreement, Mr. Crisci will resign as CFO effective January 31, 2023, and has agreed to a customary release of claims. He will continue to receive his base salary and employee benefits through that date and is eligible for a 2022 incentive cash bonus dependent on company performance. The company will also continue paying the lease on his vehicle until the earlier of lease expiration or the end of the Service Provider Agreement. On the same date, the company and Mr. Crisci also entered into a Service Provider Agreement under which he will be available to provide services for no more than seven hours per week through January 31, 2025. He will receive a bi-monthly salary of $16,292.67 for 24 months beginning February 1, 2023, representing aggregate salary payments of $782,000.16, and will retain previously granted equity awards that can vest before January 31, 2025, under their existing award agreements.

Dec 15, 2022 8-K

Acquisitions & DispositionsExhibits & Filings

Roper Technologies 8-K Report, Acquisition Completed (Nov 22, 2022)

Roper Technologies, Inc. reported in this Form 8-K that on November 22, 2022 it completed the previously announced sale of a majority equity interest in its industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable segment. The buyer is CD&R Tree Delaware Holdings, L.P., an investment vehicle owned by affiliates of Clayton, Dubilier & Rice, LLC. The Sellers will retain 49% of the equity of RIPIC TopCo following the closing. Buyer paid a purchase price of $828.75 million to the Sellers for approximately 51% of the total outstanding equity of RIPIC TopCo. Immediately prior to closing, a wholly owned operating subsidiary of RIPIC Holdings incurred $2,012 million of new funded indebtedness from third parties and affiliates of the Buyer, and $1,775 million in cash was used by RIPIC TopCo for a pre-closing distribution and certain restructuring-related payments. The Sellers are also entitled to an earnout payment of up to $51 million if the Business exceeds a threshold level of EBITDA for the year ended December 31, 2022. The Business comprises Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and Viatran. The full Equity Purchase Agreement, dated as of May 29, 2022, was previously filed as Exhibit 2.1 to the Company's Form 10-Q filed August 3, 2022, with certain annexes and schedules omitted under Item 601(b)(2) of Regulation S-K.

Nov 22, 2022 8-K

Leadership ChangesExhibits & Filings

Roper Technologies 8-K Report, Executive Changes (Nov 15, 2022)

Roper Technologies, Inc. (NYSE: ROP) announced on November 15, 2022 a planned transition of its Chief Financial Officer role. Robert C. Crisci, who has served as CFO since 2017, will step down from the CFO role effective February 1, 2023, and is expected to remain with the Company as a strategic advisor for a period after the transition. Jason P. Conley, currently Vice President and Chief Accounting Officer, will succeed him as Executive Vice President and CFO on that date. Conley has held senior finance roles at the Company and its affiliates since 2006, including serving as Chief Accounting Officer since 2017. The filing states that Conley will receive a salary and continue to participate in the Company's cash incentive, equity incentive and other benefit plans, with amounts commensurate with his new position to be approved by the Board of Directors. The filing does not disclose specific compensation figures. In the accompanying press release (Exhibit 99.1), CEO Neil Hunn credited Crisci with developing the finance organization and deploying $20 billion of capital during his tenure, and stated that Roper's revenue more than doubled and market capitalization increased four-fold during Crisci's time as CFO. Crisci said the timing reflects the completion of the Company's portfolio transformation.

Nov 15, 2022 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Oct 26, 2022)

Roper Technologies, Inc. (NYSE: ROP) reported third quarter 2022 results on October 26, 2022, furnished as Exhibit 99.1 to this Form 8-K. GAAP and adjusted revenue increased 10% to $1.35 billion, with organic revenue also up 10%. GAAP diluted earnings per share were $2.59, a 31% increase, and adjusted diluted EPS was $3.67, an 18% increase. Adjusted EBITDA rose 12% to $555 million, and adjusted EBITDA margin expanded 80 basis points to 41.1%. The company raised its full-year 2022 adjusted diluted EPS guidance to $14.09–$14.13, up from the prior $13.46–$13.62 range, and guided fourth-quarter adjusted diluted EPS to $3.72–$3.76. Management cited the third-quarter results, continued demand for its niche software and product solutions, and the recently completed Frontline Education acquisition. Guidance excludes unannounced future acquisitions or divestitures. The filing also reflects the pending sale of a majority stake in the industrial businesses, which are presented as discontinued operations, and the completed divestitures of TransCore, Zetec, and CIVCO Radiotherapy. GAAP operating cash flow was $219 million in the quarter, including tax payments tied to divestiture activity; excluding those payments, adjusted operating cash flow rose 12% to $376 million.

Oct 26, 2022 8-K

Acquisitions & DispositionsExhibits & Filings

Roper Technologies 8-K Report, Acquisition Completed (Oct 4, 2022)

On October 4, 2022, Roper Technologies, Inc. completed its previously announced acquisition of Frontline Technologies Parent, LLC, the parent company of Frontline Technologies, under an Equity Purchase and Merger Agreement dated August 30, 2022. The aggregate consideration paid by the Company on the closing date was approximately $3.738 billion in cash. Under the agreement, the Blocker Purchaser acquired the equity of the Blocker Sellers and certain units of Frontline Technologies, and Merger Sub merged with and into Frontline Technologies, which continues as the surviving company and an indirect wholly owned subsidiary of Roper. The filing is a Item 2.01 completion-of-acquisition notice. It identifies the purchasing entities (Roper T2 LLC, Roper Operations Company II LLC and Project Franklin Merger Sub LLC) and the selling parties, including Thoma Bravo Fund XII-A, L.P., Insight Partners Continuation Fund entities, Ares Capital Corporation and Alpine VI-A, LP, with Thoma Bravo, L.P. acting as representative of the unitholders. The full Merger Agreement was previously filed as Exhibit 2.1 to Roper's August 30, 2022 Form 8-K, and the filing incorporates it by reference. The only exhibits listed are the incorporated Merger Agreement, with certain annexes and schedules omitted under Item 601(b)(2) of Regulation S-K and available to the SEC upon request, and the Inline XBRL cover page file.

Oct 4, 2022 8-K

Material AgreementsRegulation FDExhibits & Filings

Roper Technologies 8-K Report, Material Agreement (Aug 30, 2022)

Roper Technologies, Inc. entered into an Equity Purchase and Merger Agreement dated August 30, 2022 to acquire Frontline Technologies (Frontline Education) through its subsidiaries. The aggregate consideration payable at closing is approximately $3.725 billion in cash, subject to adjustments for cash, indebtedness and transaction expenses. The closing is subject to customary conditions, including expiration or termination of Hart-Scott-Rodino waiting periods, and the agreement can be terminated by the parties if closing has not occurred by January 31, 2023, provided the failure to close was not caused by the terminating party. According to the accompanying press release (Exhibit 99.1), the net purchase price after including a tax benefit from the transaction is approximately $3.375 billion, representing approximately 19 times Frontline's estimated 2023 EBITDA. Roper expects to fund the transaction with cash on hand and its revolving credit facility, and the company expects Frontline to contribute approximately $370 million of revenue and $175 million of EBITDA in 2023. Management expects annual unlevered free cash flow of approximately 100% of EBITDA and anticipates the transaction closing in the fourth quarter, subject to regulatory approval. Frontline is a cloud-based K-12 education software provider serving more than 10,000 educational organizations. Its management team will continue to lead the business from Malvern, Pennsylvania, and its brands and office locations will not change.

Aug 30, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Roper Technologies 8-K Report, Material Agreement (Jul 22, 2022)

On July 21, 2022, Roper Technologies, Inc. entered into a new five-year unsecured credit facility with JPMorgan Chase Bank, N.A. as administrative agent. The facility comprises a five-year $3.50 billion revolving credit facility, including up to $150.0 million for letters of credit, and it replaces the company's existing $3.00 billion unsecured credit facility dated September 2, 2020, as amended. The Company may also request additional term loans or revolving commitments of up to $500.0 million, subject to specified conditions. Pricing is tied to Roper's senior unsecured long-term debt rating. Based on the current rating, term SOFR loans would bear a spread of 0.910% over Adjusted Term SOFR, ABR loans a spread of 0.000%, letters of credit a fee of 0.910% per annum plus a 0.125% fronting fee, and the quarterly facility fee would be 0.090% per annum. The agreement requires a Total Debt to Total Capital Ratio of 0.65 to 1.00 or less, and borrowings are prepayable at any time without premium or penalty. Foreign subsidiaries may be added as borrowers, with Roper guaranteeing their obligations, and the company may cause wholly-owned domestic subsidiaries to become guarantors. In connection with the new agreement, Roper terminated its prior $3.0 billion credit facility. No principal was outstanding under the prior facility at termination, while approximately $27.77 million of letters of credit remained outstanding. The filing also discloses that director Ms. Brinkley serves as a director of TD Bank Group, which is affiliated with lenders under the Credit Agreement.

Jul 22, 2022 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Jul 22, 2022)

Roper Technologies, Inc. furnished an 8-K on July 22, 2022 with Exhibit 99.1, its press release announcing second quarter 2022 results for the quarter ended June 30, 2022. GAAP diluted EPS was $2.52, and adjusted DEPS including the industrial businesses was $3.95, compared to second quarter guidance of $3.80 - $3.84. On a continuing operations basis, GAAP and adjusted revenue increased 10% to $1.31 billion, organic revenue grew 11%, and adjusted EBITDA from continuing operations increased 10% to $515 million. The company reported that on June 1, 2022 it agreed to sell a majority stake in its industrial businesses, which are now presented as discontinued operations for all periods. The filing also notes completed divestitures of the TransCore, Zetec, and CIVCO Radiotherapy businesses. Management stated the go-forward portfolio is better positioned for higher and less cyclical organic growth and that, including net proceeds from the transaction, its M&A capacity will expand to more than $7 billion. Roper initiated full year 2022 adjusted DEPS guidance from continuing operations of $13.46 - $13.62, versus a comparable prior-basis range of $13.20 - $13.45 excluding $2.30 for the industrial businesses. Third quarter 2022 adjusted DEPS from continuing operations is guided to $3.42 - $3.46. Guidance excludes unannounced acquisitions or divestitures. The balance sheet at June 30, 2022 showed cash and cash equivalents of $2,879.1 million, up from $351.5 million at December 31, 2021.

Jul 22, 2022 8-K

Other EventsExhibits & Filings

Roper Technologies 8-K Report, Corporate Update (Jun 30, 2022)

On June 30, 2022, Roper Technologies, Inc. (NYSE: ROP) filed a Form 8-K under Item 8.01 to announce an updated reportable segment structure, furnished as Exhibit 99.1 (a press release dated June 30, 2022). Beginning with the second quarter of 2022, the company will report three segments: Application Software, Network Software, and Technology Enabled Products, with prior periods recast to reflect the change. The filing also states that, following a June 1, 2022 agreement to sell a majority stake in its industrial businesses, the results of the Process Technologies segment and the industrial businesses within the Measurement & Analytical Solutions segment will be reported as discontinued operations starting in the second quarter of 2022. The press release includes unaudited recast historical segment data from 2019 through Q1 2022. For Q1 2022, GAAP revenue was $1,280 million across the three segments: Application Software $628 million, Network Software $338 million, and Technology Enabled Products $313 million. Total GAAP gross profit for Q1 2022 was $897 million and total GAAP segment operating profit was $409 million. Adjusted segment EBITDA for Q1 2022 was $563 million, with Application Software at $277 million, Network Software at $178 million, and Technology Enabled Products at $107 million. For investors, the filing is primarily a reporting-structure change that will affect how future quarterly and annual results are presented. The recast figures let investors compare the new segments across periods, and the discontinued-operations treatment signals that the industrial businesses being sold will no longer be included in continuing results.

Jun 30, 2022 8-K

Other Events

Roper Technologies 8-K Report, Corporate Update (Jun 23, 2022)

Roper Technologies, Inc. filed this Form 8-K on June 23, 2022 under Item 8.01 (Other Events) to report that it elected to exercise its optional redemption rights for all of its outstanding 3.125% Notes due 2022. The Notes had an original aggregate principal amount of $500,000,000. The Notes will be redeemed on August 15, 2022 (the "Redemption Date") at 100% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the Redemption Date. Computershare Trust Company, N.A., as successor trustee under the governing indenture, issued redemption notices to registered holders of the Notes. The filing states that it is not itself a notice of redemption. For investors, the filing is a routine debt-management disclosure: it describes the retirement of $500 million of maturing-series notes at par, with no premium stated and no other financial results or terms disclosed in this filing.

Jun 23, 2022 8-K

Shareholder Matters

Roper Technologies 8-K Report, Shareholder Vote Results (Jun 17, 2022)

Roper Technologies, Inc. reported the results of its 2022 Annual Meeting of Shareholders, held June 15, 2022 in Chicago, Illinois, as disclosed under Item 5.07 of this Current Report filed June 17, 2022. All nine director nominees were elected to one-year terms expiring at the 2023 Annual Meeting. For example, Thomas P. Joyce, Jr. received 88,833,312 votes for and 730,408 against, while Shellye L. Archambeau received 80,762,768 votes for and 8,818,414 against. Broker non-votes were 4,756,218 for each director nominee. Shareholders also approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, with 81,531,907 votes for, 8,012,059 against, 66,076 abstentions and 4,756,322 broker non-votes. Shareholders additionally ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2022, with 90,431,372 votes for, 3,871,243 against and 63,749 abstentions. For investors, the filing is a routine governance update: all proposals passed, and the say-on-pay and auditor-ratification votes were supported by a clear majority of votes cast. The filing does not describe any strategic, financial or operational changes.

Jun 17, 2022 8-K

Material AgreementsRegulation FDExhibits & Filings

Roper Technologies 8-K Report, Material Agreement (Jun 1, 2022)

On June 1, 2022, Roper Technologies, Inc. (ROP) disclosed that on May 29, 2022 it and its subsidiaries (the Sellers) entered into an equity purchase agreement with CD&R Tree Delaware Holdings, L.P., a vehicle owned by affiliates of Clayton, Dubilier & Rice, LLC (Buyer). Under the agreement, Buyer will acquire approximately 51% of RIPIC TopCo, which holds Roper's industrial businesses, including its entire Process Technologies segment and the industrial businesses within its Measurement & Analytical Solutions segment. The Sellers will retain 49% of the equity. Buyer will pay a purchase price of approximately $829 million, and the Sellers may receive an earnout of up to $51 million tied to the Business exceeding an EBITDA threshold for 2022. Immediately before closing, RIPIC TopCo will make an estimated cash distribution of approximately $1,775 million to the Sellers, funded in part by approximately $1,950 million of new third-party term loans. Roper will then deconsolidate the Business and account for its retained interest under the equity method. The press release (Exhibit 99.1) states that Roper will receive total upfront, pre-tax cash proceeds of approximately $2.6 billion and that the divested businesses generated approximately $940 million of revenue and $260 million of EBITDA in 2021. Roper plans to report these businesses as discontinued operations beginning in the second quarter of 2022, and its retained interest will be reported as income from minority interest after closing. The company expects the transaction to close by the end of 2022, subject to customary conditions including HSR clearance. The closing is not subject to a financing contingency or stockholder approval. The agreement includes a $107 million termination fee payable by Buyer in specified circumstances and an outside date of January 31, 2023. The filing also describes governance arrangements: Roper may designate three of eight RIPIC Holdings board seats, and John Stroup is expected to serve as CEO of the standalone entity. Roper has agreed to a three-year non-compete and non-solicit following closing. Management describes the transaction as the final step in Roper's divestiture strategy and says it will expand Roper's M&A capacity to more than $7 billion after tax.

Jun 1, 2022 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Apr 26, 2022)

Roper Technologies, Inc. reported first-quarter 2022 results for the quarter ended March 31, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K. GAAP and adjusted revenue increased 11% to $1.53 billion, with organic revenue also up 11%. GAAP diluted earnings per share were $2.70, a 6% increase, and adjusted diluted EPS was $3.77, a 10% increase. Adjusted EBITDA rose 8% to $577 million, with an adjusted EBITDA margin of 37.8%, compared with 38.7% a year earlier. Operating cash flow was $474 million and free cash flow was $459 million. The company raised its full-year 2022 adjusted diluted EPS guidance to $15.50 - $15.75, up from the previous range of $15.25 - $15.55. It guided second-quarter 2022 adjusted diluted EPS to $3.80 - $3.84. Guidance excludes unannounced future acquisitions or divestitures and any redeployment of divestiture proceeds. The quarter reflected the completion of the divestiture of the project-based TransCore business, and the company has also completed the divestitures of Zetec and CIVCO Radiotherapy, with those businesses reported as discontinued operations for all periods presented. Net earnings for the quarter were $2.02 billion, including a $1.72 billion after-tax gain on disposition of discontinued operations, and cash and cash equivalents rose to $3.24 billion at March 31, 2022, from $351.5 million at December 31, 2021. Management stated that the proceeds will support its pursuit of acquisition candidates.

Apr 26, 2022 8-K

Acquisitions & DispositionsExhibits & Filings

Roper Technologies 8-K Report, Acquisition Completed (Mar 18, 2022)

Roper Technologies, Inc. filed this Current Report on Form 8-K to disclose the completion of a previously announced disposition. On March 17, 2022, the Company, together with its subsidiary TransCore Holdings, LLC (formerly known as TransCore Holdings, Inc.), completed the sale of all issued and outstanding interests of TransCore Partners, LLC and TLP Holdings, LLC to ST Engineering Urban Solutions USA Inc., a wholly owned subsidiary of Singapore Technologies Engineering Ltd. The sale was made under a Membership Interests Purchase Agreement dated October 1, 2021, for an aggregate purchase price of $2.68 billion in cash, subject to certain adjustments set forth in the Purchase Agreement. The filing incorporates by reference the terms described in the Company's Form 8-K filed October 4, 2021, and the full Purchase Agreement, which was filed as Exhibit 2.1 to the Company's Form 10-Q dated November 4, 2021. The filing is brief and reports only the closing of the transaction and the cash consideration. Its only listed exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document.

Mar 18, 2022 8-K

Leadership ChangesExhibits & Filings

Roper Technologies 8-K Report, Executive Changes (Mar 17, 2022)

Roper Technologies, Inc. filed this Form 8-K on March 17, 2022 to report a board change under Item 5.02. On March 15, 2022, director John F. Fort III notified the Company of his intention to retire from the Board of Directors, effective as of the Company's 2022 Annual Meeting of Shareholders, consistent with the director retirement requirements in the Company's Corporate Governance Guidelines. Mr. Fort has served as a director since 1995. Upon his retirement, the size of the Board of Directors will be reduced to 9 directors. The filing does not disclose any financial results, guidance, or operational developments, and it contains no compensatory arrangements or new officer appointments. The only exhibit listed is the Cover Page Interactive Data File (Exhibit 104), which is embedded within the Inline XBRL document. For investors, the filing is a routine governance update reflecting planned board succession under the Company's retirement policy, with the change taking effect at the 2022 Annual Meeting.

Mar 17, 2022 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Feb 2, 2022)

Roper Technologies, Inc. reported fourth-quarter and full-year 2021 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For the fourth quarter, GAAP and adjusted revenue increased 13% to $1.51 billion, with organic revenue also up 13%. GAAP diluted earnings per share from continuing operations was $1.87, and adjusted diluted EPS from continuing operations was $3.73. Adjusted EBITDA rose 12% to $576 million, with an adjusted EBITDA margin of 38.1%. For the full year, GAAP and adjusted revenue increased 19% to $5.78 billion, while organic revenue increased 9%. Adjusted EBITDA increased 22% to $2.21 billion, and the adjusted EBITDA margin expanded 90 basis points to 38.2%. Operating cash flow from continuing operations was $1.87 billion, and adjusted free cash flow increased 19% to $1.80 billion. The company's full-year 2021 results include a $99.5 million impairment of intangible assets, and the release attributes $100 million of impairment to the merger of CliniSys and Sunquest. Long-term debt, net of current portion, fell to $7.12 billion at December 31, 2021, from $9.06 billion a year earlier, and the release states Roper exceeded its debt paydown plan during the year. Roper has completed the divestitures of Zetec and CIVCO Radiotherapy and expects the TransCore divestiture to close in the first quarter of 2022, subject to customary closing conditions, including regulatory approvals. Results for these businesses are presented as discontinued operations. For 2022, the company guided to full-year adjusted diluted EPS of $15.25 to $15.55 and first-quarter adjusted diluted EPS of $3.63 to $3.67. The guidance excludes unannounced future acquisitions or divestitures and any redeployment of proceeds from announced divestitures. Management cited software recurring revenue momentum, strong demand, record backlog, and favorable market conditions, while the release also lists COVID-19, inflation, supply chain constraints, and acquisition integration among the forward-looking risks.

Feb 2, 2022 8-K

Earnings & ResultsExhibits & Filings

Roper Technologies 8-K Report, Financial Results (Oct 22, 2021)

Roper Technologies, Inc. furnished a press release (Exhibit 99.1) reporting its results for the quarter ended September 30, 2021. Including discontinued operations, third quarter GAAP diluted EPS was $2.71, adjusted DEPS was $3.91, EBITDA was $602 million, and operating cash flow was $447 million. On a continuing operations basis, GAAP and adjusted revenue increased 22% to $1.46 billion, organic revenue grew 12%, and EBITDA from continuing operations increased 21% to $558 million. The company signed definitive agreements to divest its TransCore, Zetec, and CIVCO Radiotherapy businesses during and after the third quarter, and those businesses are reported as discontinued operations for all periods presented. Management said it anticipates redeploying the net proceeds toward its pipeline of acquisition opportunities. CEO Neil Hunn said demand was strong across the portfolio and that product businesses executed well through global supply chain challenges. Roper initiated full-year 2021 adjusted DEPS guidance from continuing operations of $14.08 to $14.12, versus prior guidance of $15.00 to $15.20 that included the divested businesses; on a comparable basis the new guidance would be $15.26 to $15.30. Fourth-quarter adjusted DEPS from continuing operations is expected at $3.62 to $3.66. The guidance excludes unannounced future acquisitions or divestitures and any redeployment of divestiture proceeds.

Oct 22, 2021 8-K

Leadership ChangesExhibits & Filings

Roper Technologies 8-K Report, Executive Changes (Oct 22, 2021)

Roper Technologies, Inc. filed this Current Report on Form 8-K to disclose that its Board of Directors elected two new directors, Ms. Irene M. Esteves, age 62, and Mr. Thomas P. Joyce, Jr., age 61, effective October 22, 2021. Both were elected on October 21, 2021, will serve terms expiring at the Company's 2022 Annual Meeting of Stockholders, and will both serve on the Audit Committee upon election. The filing states that each director will receive compensation under the Company's standard director arrangements described in its 2021 Proxy Statement filed April 29, 2021. On October 22, 2021, each will receive an equity award with a grant date fair value of approximately $224,583, representing the pro-rata value of a full-year non-employee director award of $385,000. Each will also enter into the Company's standard indemnification agreement for directors and officers. The filing attaches a press release dated October 22, 2021, announcing the appointments. In that release, CEO Neil Hunn and Board Chair Amy Woods Brinkley describe Ms. Esteves's background in risk management, capital deployment, and financial management, and Mr. Joyce's record of value creation at Danaher Corporation. The filing reports no financial results or operational developments.

Oct 22, 2021 8-K

Other Events

Roper Technologies 8-K Report, Corporate Update (Oct 8, 2021)

Roper Technologies, Inc. filed this Current Report on Form 8-K on October 8, 2021, under Item 8.01 (Other Events) to disclose that it has elected to exercise its optional redemption rights for all of its outstanding 2.800% Notes due 2021. The original aggregate principal amount of the Notes is $500,000,000. Wells Fargo Bank, National Association, as trustee under the governing indenture, has issued redemption notices to registered holders. The Notes will be redeemed on November 15, 2021 (the Redemption Date) at 100% of their aggregate principal amount, plus accrued and unpaid interest to the Redemption Date, in accordance with the indenture's terms. The filing states that it is not itself a notice of redemption. For investors, the filing is a routine debt-management disclosure: the company is retiring $500 million of its outstanding notes at par plus accrued interest. The filing does not describe the funding source for the redemption or any other financial effects.

Oct 8, 2021 8-K

Material Agreements

Roper Technologies 8-K Report, Material Agreement (Oct 4, 2021)

Roper Technologies, Inc. disclosed in this Form 8-K that on October 1, 2021, TransCore Holdings, Inc. (the Seller), together with Roper, entered into a Membership Interests Purchase Agreement with ST Engineering Urban Solutions USA Inc. (the Buyer) and its parent Singapore Technologies Engineering Ltd. (the Buyer Parent). Under the agreement, the Seller will sell all issued and outstanding interests of TransCore Partners, LLC and TLP Holdings, LLC (TransCore) for an aggregate purchase price of $2.68 billion in cash, subject to adjustments for cash, indebtedness, working capital and transaction expenses at closing. The agreement includes customary representations, warranties and covenants, including a three-year non-compete for Roper. The Buyer will obtain buy-side representations and warranties insurance as its sole remedy for losses, other than certain tax liabilities for which the Seller and/or Roper may be directly liable. The Buyer Parent guarantees the Buyer's obligations. The Buyer is funding the price with internal cash and debt securities, and there is no financing condition. Closing is subject to expiration or termination of Hart-Scott-Rodino waiting periods, CFIUS authorization, and approval by the Buyer Parent's stockholders. Either party may terminate if closing has not occurred by October 1, 2022 (the Outside Date). If the agreement is terminated because CFIUS authorization is not obtained before the Outside Date, the Buyer owes the Seller a $120 million termination fee. The full agreement is to be filed as an exhibit to Roper's Form 10-Q for the quarter ended September 30, 2021.

Oct 4, 2021

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