01—Abstract
Summary
Summary of the 8-K filed August 12, 2025. Cited figures are marked; the original filing is the authoritative source.
On August 12, 2025, Roper Technologies, Inc. consummated the issuance and sale of $2.0 billiona 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 millionb 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.
02—Key points
Key Highlights
- Roper Technologies issued $2.0 billion of senior unsecured notes on August 12, 2025.
- The 2028 Notes carry a 4.250% coupon and total $500 million in principal.
- The 2030 Notes carry a 4.450% coupon and total $500 million in principal.
- The 2035 Notes carry a 5.100% coupon and total $1.0 billion in principal, the largest tranche.
- The notes were issued under a 2018 indenture with Computershare Trust Company, N.A. as successor trustee, supplemented by an officer's certificate dated August 12, 2025.
- The offering was made under a Form S-3ASR shelf registration statement dated October 24, 2024 (Registration No. 333-282807).
- Item 2.03 is triggered because the notes create a direct financial obligation for the company.
03—Questions
Frequently Asked Questions
How much debt did Roper Technologies raise in this offering?
Roper consummated the sale of $2,000,000,000 in aggregate principal amount of senior unsecured notes on August 12, 2025, across three tranches.
What are the interest rates and maturities of the notes?
The notes consist of $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.
Who underwrote the offering?
The underwriting agreement, dated August 7, 2025, was entered into with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters listed in Schedule 1 thereto.
Under what agreements were the notes issued?
The notes were issued under an indenture dated November 26, 2018 between the company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, as supplemented by an officer's certificate dated August 12, 2025.
Where can investors find the full terms of the notes?
The material terms are set forth in the officer's certificate filed as Exhibit 4.1 to this Form 8-K, and the underwriting agreement is filed as Exhibit 1.1.
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