Rockwell Automation, Inc 10-Q for FY2026 Q2
Rockwell Automation, Inc (ROK)
10-Q
2026-05-05
For: 2026-03-31
View Original
Added on
May 05, 2026
About this 10-Q
Rockwell Automation, Inc filed this 10-Q on May 5, 2026, covering the quarter ended March 31, 2026 (FY2026 Q2).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.24B
- up 11.9% from $2B a year earlier
- Net income
- $350M
- up 38.9% from net income of $252M a year earlier
- Diluted EPS
- $3.10
- up 39.6% from $2.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended March 31, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Transition Period from _______ to _______
Commission file number 1-12383
_________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
+1 (414 ) 382-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
_________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
INDEX
| Page No. | |||||
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKWELL AUTOMATION, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions, except per share amounts)
| March 31, 2026 | September 30, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Current assets held for sale | |||||||||||
| Total current assets | |||||||||||
Property, net of accumulated depreciation of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| Total | $ | $ | |||||||||
| LIABILITIES AND SHAREOWNERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Accounts payable | |||||||||||
| Compensation and benefits | |||||||||||
| Contract liabilities | |||||||||||
| Customer returns, rebates and incentives | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities related to assets held for sale | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Retirement benefits | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Commitments and contingent liabilities (Note 12) | |||||||||||
| Shareowners’ equity | |||||||||||
Common stock ($ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Common stock in treasury, at cost (shares held: | ( | ( | |||||||||
| Shareowners’ equity attributable to Rockwell Automation, Inc. | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareowners’ equity | |||||||||||
| Total | $ | $ | |||||||||
4
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Products and solutions | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Products and solutions | ( | ( | ( | ( | |||||||||||||||||||
| Services | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Engineering and development | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of investments | ( | ( | |||||||||||||||||||||
| Other income (Note 10) | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision (Note 14) | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Net income attributable to Rockwell Automation, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average outstanding shares: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
5
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(in millions)
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
Pension and other postretirement benefit plan adjustments (net of tax expense of $ | |||||||||||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||||||||
Net change in cash flow hedges (net of tax (expense) benefit of $( | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income attributable to Rockwell Automation, Inc. | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Consolidated Financial Statements.
6
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)
| Six Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to arrive at cash provided by operating activities | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Change in fair value of investments | |||||||||||
| Share-based compensation expense | |||||||||||
| Retirement benefit expense | |||||||||||
| Net loss on disposition of property | |||||||||||
| Pension contributions | ( | ( | |||||||||
| Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Contract liabilities | |||||||||||
| Compensation and benefits | ( | ||||||||||
| Income taxes | ( | ( | |||||||||
| Other assets and liabilities | ( | ( | |||||||||
| Cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Purchases of investments | ( | ( | |||||||||
| Other investing activities | ( | ||||||||||
| Cash used for investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Net issuance of commercial paper | |||||||||||
| Issuance of short-term debt | |||||||||||
| Repayment of short-term debt | ( | ||||||||||
| Repayment of long-term debt | ( | ||||||||||
| Payment of capital lease obligations | ( | ||||||||||
| Cash dividends | ( | ( | |||||||||
| Purchases of treasury stock | ( | ( | |||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Other financing activities | ( | ( | |||||||||
| Cash used for financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Increase (decrease) in cash, cash equivalents, and cash included in assets held for sale | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash, cash equivalents, and cash included in assets held for sale at end of period | $ | $ | |||||||||
| Cash included in assets held for sale | ( | ||||||||||
| Total cash and cash equivalents at the end of the period | $ | $ | |||||||||
See Notes to Consolidated Financial Statements.
7
CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(Unaudited)
(in millions, except per share amounts)
| Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Common stock in treasury, at cost | Total attributable to Rockwell Automation, Inc. | Noncontrolling interests | Total shareowners' equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued (including share-based compensation impact) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared (1) | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Common stock in treasury, at cost | Total attributable to Rockwell Automation, Inc. | Noncontrolling interests | Total shareowners' equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued (including share-based compensation impact) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared (1) | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
(1) Cash dividends were $1.38 per share and $1.31 per share in the three months ended March 31, 2026 and 2025, respectively.
8
CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(Unaudited)
(in millions, except per share amounts)
| Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Common stock in treasury, at cost | Total attributable to Rockwell Automation, Inc. | Noncontrolling interests | Total shareowners' equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued (including share-based compensation impact) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury shares | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared (1) | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Common stock in treasury, at cost | Total attributable to Rockwell Automation, Inc. | Noncontrolling interests | Total shareowners' equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued (including share-based compensation impact) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury shares | ( | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared (1) | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
(1) Cash dividends were $2.76 per share and $2.62 per share in the six months ended March 31, 2026 and 2025, respectively.
See Notes to Consolidated Financial Statements.
9
1. Basis of Presentation and Accounting Policies
In the opinion of management of Rockwell Automation, Inc. (Rockwell Automation or the Company), the unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented and, except as otherwise indicated, such adjustments consist only of those of a normal, recurring nature. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The results of operations for the three and six months ended March 31, 2026, are not necessarily indicative of the results for the full year. All date references to years and quarters herein refer to our fiscal year and fiscal quarter, unless otherwise stated.
During the quarter ended September 30, 2025, we reviewed our classification of expenses in the Statement of Operations. We have elected to separately report Engineering and development costs, formerly classified as Cost of sales. Engineering and development costs include research and development (R&D) and other engineering activities including routine enhancements or improvements to existing products, production lines, manufacturing processes and other ongoing operations that are not directly related to revenue generating customer contracts. Cost of sales now includes material, labor and overhead costs directly attributable to (i) specific units of inventory produced, (ii) the delivery of specific services, or (iii) the fulfillment of current customer contracts.
Certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to Engineering and development to conform to the current-year presentation, which we believe enhances transparency and provides a clearer view of overall business performance. This revised presentation also aligns more closely with the reporting practices of our industry peers, facilitating improved comparability for stakeholders. These reclassifications had no impact on net income, earnings per share, cash flows, segment operating earnings, or the financial position of the Company. For the three and six months ended March 31, 2025, the reclassifications resulted in a decrease to Cost of sales in the amount of $162 318
Assets and Related Liabilities Held for Sale
During the fourth quarter of fiscal 2025, as a result of the historical financial performance of the Sensia joint venture not achieving expectations, a strategic review by the partners resulted in a decision to pursue a dissolution. The decision by the joint venture partners was a triggering event that resulted in goodwill and intangible assets pre-tax, non-cash impairment charges of $161 million and $63 million, respectively, during the quarter ended September 30, 2025.
The joint venture partners signed a separation agreement in December 2025, including a plan for distribution of joint venture assets and related terms and conditions. The disposal group met the criteria to be classified as held for sale under ASC 360-10-45 in the first quarter ended December 31, 2025. The assets and liabilities of the disposal group have been separately presented on the Consolidated Balance Sheet as Current assets held for sale and Current liabilities related to assets held for sale at March 31, 2026. Based on the planned distribution of assets and terms and conditions of the separation agreement, the carrying value of the disposal group approximates fair value less cost to sell at March 31, 2026. The transaction closed on April 1, 2026.
10
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table summarizes the major classes of assets and liabilities classified as held for sale as of March 31, 2026:
| March 31, 2026 | |||||
| Cash and Cash equivalents | $ | ||||
| Receivables | |||||
| Inventories | |||||
| Other current assets | |||||
| Property, net | |||||
| Operating lease right-of-use assets | |||||
| Other intangible assets, net | |||||
| Assets held for sale | $ | ||||
| Accounts payable | |||||
| Compensation and benefits | |||||
| Contract liabilities | |||||
| Other current liabilities | |||||
| Operating lease liabilities | |||||
| Other liabilities | |||||
| Liabilities related to assets held for sale | $ | ||||
Receivables
Earnings Per Share
The following table reconciles basic and diluted earnings per share (EPS) amounts (in millions, except per share amounts):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income attributable to Rockwell Automation, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Less: Allocation to participating securities | ( | ( | ( | ( | |||||||||||||||||||
| Net income available to common shareowners | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted average outstanding shares | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||
| Diluted weighted average outstanding shares | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
For the three and six months ended March 31, 2026, there were 0.2 million and 0.6 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive. For the three and six months ended March 31, 2025, there were 0.6 million and 1.3 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive.
11
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Non-Cash Investing and Financing Activities
Capital expenditures of $30 million and $19 million were accrued within Accounts payable and Other current liabilities at March 31, 2026 and 2025, respectively. Outstanding common stock share repurchases of $12 million and $3 million that did not settle until the next quarter were accrued within Accounts payable at March 31, 2026 and 2025, respectively. These non-cash investing and financing activities have been excluded from cash used for capital expenditures and treasury stock purchases in the Consolidated Statement of Cash Flows.
Supplier Financing Arrangements
The Company maintains agreements with third-party financial institutions that offer voluntary supply chain financing (SCF) programs to suppliers. The SCF programs enable suppliers, at their sole discretion, to sell their receivables to third-party financial institutions in order to receive payment on receivables earlier than the negotiated commercial terms between suppliers and the Company. Supplier sale of receivables to third-party financial institutions is on terms negotiated between the supplier and the respective third-party financial institution. The Company agrees on commercial terms for the goods and services procured from suppliers, including prices, quantities, and payment terms, regardless of whether the supplier elects to participate in the SCF programs. A supplier’s voluntary participation in the SCF programs has no bearing on the Company's payment terms and the Company has no economic interest in a supplier’s decision to participate in the SCF programs. The Company agrees to pay participating third-party financial institutions the stated amount of confirmed invoices from suppliers on the original maturity dates of the invoices.
The rollforward of our outstanding obligations under the SCF programs is as follows (in millions):
| March 31, 2026 | March 31, 2025 | ||||||||||
| Beginning Balance | $ | $ | |||||||||
| Invoices confirmed during the period | |||||||||||
| Payments made during the period | ( | ( | |||||||||
| Ending Balance | $ | $ | |||||||||
12
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Goodwill
We perform our annual evaluation of goodwill and indefinite life intangible assets for impairment as required under accounting principles generally accepted in the United States (U.S. GAAP) during the second quarter of each year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Any excess in carrying value over the estimated fair value is charged to results of operations. For our annual evaluation of goodwill, we may perform a qualitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in order to determine whether it is necessary to perform a quantitative goodwill impairment test. Our reporting units for goodwill evaluation consist of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, which requires expanded annual disclosures to the income tax rate reconciliation and the amount of income taxes paid. We will expand our disclosures in our 2026 Annual Report on Form 10-K when the standard becomes effective for us.
In November 2024, the FASB issued ASU 2024-03, which requires disclosure of certain expense amounts comprising Cost of sales and Selling, general and administrative expenses, as well as a qualitative description of the remaining expense amounts. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of this standard. We will expand our disclosures in our 2028 Annual Report on Form 10-K when the standard becomes effective for us.
In September 2025, the FASB issued ASU 2025-06, which modernizes the internal-use software guidance in Subtopic 350-40 by removing software development considerations, and clarifies the threshold applied to begin capitalizing costs. We are evaluating and quantifying the impact from this standard, which will be effective for us in fiscal 2029.
We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.
13
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Revenue Recognition
Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.
Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.
Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices segment is predominantly comprised of product sales, which are recognized at a point in time. Revenue from the Software & Control segment is comprised of product sales, which are recognized at a point in time, and software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 15 for more information.
In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors.
Unfulfilled Performance Obligations
As of March 31, 2026, we expect to recognize approximately $1,362 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $803 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter.
We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of March 31, 2026.
Disaggregation of Revenue
The following tables present our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||
| North America | Europe, Middle East, and Africa | Asia Pacific | Latin America | Total | ||||||||||||||||||||||||||||
| Intelligent Devices | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Software & Control | ||||||||||||||||||||||||||||||||
| Lifecycle Services | ||||||||||||||||||||||||||||||||
| Total Company Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| North America | Europe, Middle East, and Africa | Asia Pacific | Latin America | Total | ||||||||||||||||||||||||||||
| Intelligent Devices | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Software & Control | ||||||||||||||||||||||||||||||||
| Lifecycle Services | ||||||||||||||||||||||||||||||||
| Total Company Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
14
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| Six Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||
| North America | Europe, Middle East, and Africa | Asia Pacific | Latin America | Total | ||||||||||||||||||||||||||||
| Intelligent Devices | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Software & Control | ||||||||||||||||||||||||||||||||
| Lifecycle Services | ||||||||||||||||||||||||||||||||
| Total Company Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Six Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| North America | Europe, Middle East, and Africa | Asia Pacific | Latin America | Total | ||||||||||||||||||||||||||||
| Intelligent Devices | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Software & Control | ||||||||||||||||||||||||||||||||
| Lifecycle Services | ||||||||||||||||||||||||||||||||
| Total Company Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Contract Liabilities
Contract liabilities primarily relate to consideration received in advance of performance under the contract.
Below is a summary of our Contract liabilities balance, the portion not expected to be recognized within twelve months is included within Other liabilities in the Consolidated Balance Sheet (in millions):
| March 31, 2026 | March 31, 2025 | ||||||||||
| Balance as of beginning of year | $ | $ | |||||||||
| Balance as of end of period | |||||||||||
The most significant changes in our Contract liabilities balance during both the six months ended March 31, 2026 and 2025, were due to amounts billed during the period, partially offset by revenue recognized on amounts billed during the period and revenue recognized that was included in the Contract liabilities balance at the beginning of the period.
In the six months ended March 31, 2026, we recognized revenue of approximately $395 million that was included in the Contract liabilities balance at September 30, 2025. In the six months ended March 31, 2025, we recognized revenue of approximately $506 million that was included in the Contract liabilities balance at September 30, 2024. We did no
3. Share-Based Compensation
We recognized $24 million and $45 million of pre-tax share-based compensation expense during the three and six months ended March 31, 2026, respectively. We recognized $21 million and $44 million of pre-tax share-based compensation expense during the three and six months ended March 31, 2025, respectively. Our annual grant of share-based compensation takes place during the first quarter of each year. The number of shares granted to employees and non-employee directors and the weighted average fair value per share during the periods presented were (in thousands, except per share amounts):
| Six Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Grants | Wtd. Avg. Share Fair Value | Grants | Wtd. Avg. Share Fair Value | ||||||||||||||||||||
| Stock options | $ | $ | |||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Unrestricted stock | |||||||||||||||||||||||
15
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
4. Inventories
Inventories consist of (in millions):
| March 31, 2026 | September 30, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Inventories | $ | $ | |||||||||
5. Goodwill and Other Intangible Assets
Changes in the carrying amount of Goodwill for the six months ended March 31, 2026, were (in millions):
| Intelligent Devices | Software & Control | Lifecycle Services | Total | ||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Translation | ( | ( | |||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
| Gross carrying value of goodwill | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated impairment losses | ( | ( | |||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | |||||||||||||||||||
We performed our annual evaluation of goodwill and indefinite life intangible assets for impairment as of the beginning of the second quarter of fiscal 2026 and concluded that these assets are not impaired. Refer to Note 1 for additional information on our annual impairment evaluation.
16
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Other intangible assets consist of (in millions):
| March 31, 2026 | |||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net | |||||||||||||||
| Amortized intangible assets | |||||||||||||||||
| Software products | $ | $ | ( | $ | |||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Technology | ( | ||||||||||||||||
| Trademarks | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Total amortized intangible assets | ( | ||||||||||||||||
Allen-Bradley® trademark not subject to amortization | — | ||||||||||||||||
| Other intangible assets | $ | $ | ( | $ | |||||||||||||
| September 30, 2025 | |||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net | |||||||||||||||
| Amortized intangible assets | |||||||||||||||||
| Software products | $ | $ | ( | $ | |||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Technology | ( | ||||||||||||||||
| Trademarks | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Total amortized intangible assets | ( | ||||||||||||||||
Allen-Bradley® trademark not subject to amortization | — | ||||||||||||||||
| Other intangible assets | $ | $ | ( | $ | |||||||||||||
Estimated total amortization expense for all amortized intangible assets is $131 million in 2026, $122 million in 2027, $111 million in 2028, $73 million in 2029, and $71 million in 2030.
17
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
6. Short-Term and Long-Term Debt
Our Short-term debt as of March 31, 2026, included commercial paper borrowings of $1,025 million, with a weighted average interest rate of 4.00 percent, and a weighted average maturity period of 28 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days.
In December 2022, Sensia entered into an unsecured $75 million line of credit. There were no borrowings outstanding under the line of credit as of December 31, 2025, as the credit line matured and closed and outstanding debt was settled with loans from the joint venture partners. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in Short-term debt as of March 31, 2026, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million due June 15, 2026, and $33 million due June 10, 2026. As of September 30, 2025, the $14 million and $42 million of interest-bearing loans were included in Short-term debt and Long-term debt, respectively. Pursuant to the separation agreement referenced in Note 1, all intercompany debt was settled by the joint venture partners upon dissolution.
In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the quarter ended March 31, 2026, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period.
The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||
| Current portion of long-term debt | $ | $ | $ | $ | ||||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||||||||
We base the fair value of Long-term debt upon quoted market prices for the same or similar issues and therefore consider this a level 2 fair value measurement. The fair value of Long-term debt considers the terms of the debt excluding the impact of derivative and hedging activity. Refer to Note 8 for further information regarding levels in the fair value hierarchy. The carrying value of our Short-term debt approximates fair value.
7. Other Current Liabilities
Other current liabilities consist of (in millions):
| March 31, 2026 | September 30, 2025 | ||||||||||
| Unrealized losses on foreign exchange contracts | $ | $ | |||||||||
| Product warranty obligations | |||||||||||
| Taxes other than income taxes | |||||||||||
| Legacy asbestos-related liabilities | |||||||||||
| Accrued interest | |||||||||||
| Income taxes payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Other | |||||||||||
| Other current liabilities | $ | $ | |||||||||
18
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
8. Investments
Our investments consist of (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||
| Equity securities (other) | ||||||||||||||
| Other | ||||||||||||||
Long-term investments (1) | $ | $ | ||||||||||||
(1) Long-term investments are included in Other assets in the Consolidated Balance Sheet.
Equity Securities
Equity securities (other) consist of various securities that do not have a readily determinable fair value, which we account for using the measurement alternative under U.S. GAAP. These securities are recorded at the investment cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer in the Consolidated Balance Sheet. Observable price changes are classified as level 2 in the fair value hierarchy, as described below. The carrying values at both March 31, 2026, and September 30, 2025, include cumulative upward adjustments from observed price changes of $23 10
We record gains and losses on investments within the Other income line in the Consolidated Statement of Operations. There were no 3
U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. | |||||||
| Level 2: | Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. | |||||||
| Level 3: | Unobservable inputs for the asset or liability. | |||||||
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers between levels of fair value measurements during the periods presented.
19
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
9. Retirement Benefits
The components of net periodic pension and postretirement benefit cost were (in millions):
| Pension Benefits | |||||||||||||||||||||||
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of net actuarial loss | |||||||||||||||||||||||
| Net periodic pension benefit cost | $ | $ | $ | $ | |||||||||||||||||||
| Other Postretirement Benefits | |||||||||||||||||||||||
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Amortization of net actuarial loss | |||||||||||||||||||||||
| Net periodic postretirement benefit cost | $ | $ | $ | $ | |||||||||||||||||||
The service cost component is included in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. All other components are included in Other income in the Consolidated Statement of Operations.
10. Other Income
The components of Other income were (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||||||||||||
| Royalty income | ||||||||||||||||||||||||||
| Net legacy asbestos and environmental charges | ( | ( | ( | ( | ||||||||||||||||||||||
| Non-operating pension and postretirement benefit credit | ||||||||||||||||||||||||||
Fair value adjustments for earnout payments (1) | ( | ( | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Other income | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Adjustment related to the Clearpath acquisition.
20
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
11. Accumulated Other Comprehensive Loss
Common Stock
Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component for the following periods were (in millions):
| Three Months Ended March 31, 2026 | Pension and other postretirement benefit plan adjustments, net of tax | Accumulated currency translation adjustments, net of tax | Net unrealized losses on cash flow hedges, net of tax | Total accumulated other comprehensive loss, net of tax | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Six Months Ended March 31, 2026 | Pension and other postretirement benefit plan adjustments, net of tax | Accumulated currency translation adjustments, net of tax | Net unrealized losses on cash flow hedges, net of tax | Total accumulated other comprehensive loss, net of tax | |||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Three Months Ended March 31, 2025 | Pension and other postretirement benefit plan adjustments, net of tax | Accumulated currency translation adjustments, net of tax | Net unrealized losses on cash flow hedges, net of tax | Total accumulated other comprehensive loss, net of tax | |||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Six Months Ended March 31, 2025 | Pension and other postretirement benefit plan adjustments, net of tax | Accumulated currency translation adjustments, net of tax | Net unrealized losses on cash flow hedges, net of tax | Total accumulated other comprehensive loss, net of tax | |||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
21
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The reclassifications out of Accumulated other comprehensive loss in the Consolidated Statement of Operations were (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | Affected Line in the Consolidated Statement of Operations | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Pension and other postretirement benefit plan adjustments (1) | |||||||||||||||||||||||||||||
| Amortization of net actuarial loss | $ | $ | $ | $ | Other income | ||||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||||||||
| ( | ( | ( | Income tax provision | ||||||||||||||||||||||||||
| $ | $ | $ | $ | Net income attributable to Rockwell Automation, Inc. | |||||||||||||||||||||||||
| Net unrealized losses (gains) on cash flow hedges | |||||||||||||||||||||||||||||
| Forward exchange contracts | $ | $ | $ | $ | Sales | ||||||||||||||||||||||||
| Forward exchange contracts | ( | ( | Cost of sales | ||||||||||||||||||||||||||
| Treasury locks related to 2019 and 2021 debt issuances | Interest expense | ||||||||||||||||||||||||||||
| ( | ( | Income before income taxes | |||||||||||||||||||||||||||
| ( | Income tax provision | ||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | Net income attributable to Rockwell Automation, Inc. | |||||||||||||||||||||||
| Total reclassifications | $ | $ | $ | $ | Net income attributable to Rockwell Automation, Inc. | ||||||||||||||||||||||||
(1) These components are included in the computation of net periodic pension and postretirement benefit cost. See Note 9 for further information.
22
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
12. Commitments and Contingencies
Various lawsuits, claims, and proceedings have been or may be instituted or asserted against us relating to the conduct of our business, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, and contract matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims, or proceedings may be disposed of unfavorably to us, we believe the disposition of matters that are pending or have been asserted will not have a material effect on our business, financial condition, or results of operations. The following outlines additional background for obligations associated with asbestos, divested businesses, intellectual property and contingencies related to tariffs.
We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. Currently there are lawsuits that name us as defendants, together with hundreds of other companies. But in all cases, for those claimants who do show that they worked with our products or products of divested businesses for which we are responsible, we nevertheless believe we have meritorious defenses, in substantial part due to the integrity of the products, the encapsulated nature of any asbestos-containing components, and the lack of any impairing medical condition caused by our products. We defend those cases vigorously. However, certain of our agreements relating to divested businesses do not provide us the ability to directly control management of those asbestos claims, and our ongoing reimbursement of outside counsel and other expenses relating to defense of such claims represent the vast majority of our annual asbestos net litigation spend. Historically, we have been dismissed from the vast majority of asbestos claims with no payment to claimants.
Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these asbestos claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these claims for many years into the future. The uncertainties of claim litigation make it difficult to predict accurately the ultimate outcome. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending these claims, we do not believe these lawsuits will have a material effect on our business, financial condition, or results of operations.
We have, from time to time, divested certain of our businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible to satisfy those liabilities if the divested business is unable to do so. We do not believe these liabilities will have a material effect on our business, financial condition, or results of operations.
In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of sale and at times in other contracts with third parties. As of March 31, 2026, we were not aware of any material indemnification claims that were probable or reasonably possible of an unfavorable outcome. Historically, claims that have been made under the indemnification agreements have not had a material impact on our business, financial condition, or results of operations; however, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our business, financial condition, or results of operations in a particular period.
As a result of a U.S. Supreme Court ruling issued in February 2026, the Company may be entitled to a refund of tariffs previously paid on imported products under the International Emergency Economic Powers Act (IEEPA). As of March 31, 2026, the Company has not recognized an asset related to the potential refund. The Company will continue to monitor developments and will recognize a refund when realizable in accordance with ASC 450, Contingencies.
23
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
13. Restructuring Charges
In 2024, we recorded restructuring charges of $97 million ($73 million, net of tax or $0.64 per diluted share) related to actions in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins. The charges included $92 million for severance benefits and $5 million for strategic advisory services related to the targeted severance actions. During 2025, we reversed $5 million of accruals primarily due to attrition without payment of severance.
24
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
14. Income Taxes
At the end of each interim period, we estimate a base effective tax rate that we expect for the full year based on our most recent forecast of pre-tax income, permanent book and tax differences, and global tax planning strategies. We use this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant unusual items and items that are reported net of their related tax effects in the period in which they occur.
The effective tax rates were 20.2 percent and 16.5 percent for the three and six months ended March 31, 2026, respectively, compared to 17.1 percent and 16.8 percent for the three and six months ended March 31, 2025, respectively. The increase in the effective tax rate for the three months ended March 31, 2026 was primarily due to the application of Base Erosion and Profit Shifting (BEPS) Pillar Two minimum tax rules in Singapore. The effective tax rate was lower than the U.S. statutory rate of 21 percent for the three and six months ended March 31, 2026, primarily due to higher discrete tax benefits, including a tax benefit related to the dissolution of the Sensia joint venture, in the first quarter, and excess income tax benefits on share-based compensation. The effective tax rate was lower than the U.S. statutory rate of 21 percent in the three and six months ended March 31, 2025, primarily due to the geographical mix of pre-tax income.
Our final payment of $97 million related to the U.S. transition tax under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was paid in the second quarter of 2026. There is no longer a balance related to this in Other current liabilities in the Consolidated Balance Sheet as of March 31, 2026.
Unrecognized Tax Benefits
The amount of gross unrecognized tax benefits was $28 million at March 31, 2026, and $29 million at September 30, 2025, respectively, of which the entire amount would reduce our effective tax rate if recognized.
Accrued interest and penalties related to unrecognized tax benefits were $3 million at March 31, 2026 and $2 million at September 30, 2025. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision.
We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $22 million in the next 12 months as a result of the resolution of tax matters in various global jurisdictions and the lapses of statutes of limitations. If all of the unrecognized tax benefits were recognized, the net reduction to our income tax provision, including the recognition of interest and penalties and offsetting tax assets, could be up to $23 million.
We conduct business globally and are routinely audited by the various tax jurisdictions in which we operate. We are no longer subject to U.S. federal income tax examinations for years before 2018, state and local income tax examinations for years before 2015, and foreign income tax examinations for years before 2008.
25
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
15. Business Segment Information
Sales and operating results of our reportable segments were (in millions):
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||
| Intelligent Devices | Software & Control | Lifecycle Services | Total | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Segment cost of sales | ( | ( | ( | |||||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | |||||||||||||||||||||||
| Segment engineering and development expenses | ( | ( | ( | |||||||||||||||||||||||
Other segment items (1) | ( | |||||||||||||||||||||||||
| Segment operating earnings | $ | $ | $ | $ | ||||||||||||||||||||||
Amortization of acquisition-related intangible assets (2) | ( | |||||||||||||||||||||||||
| Corporate and other | ( | |||||||||||||||||||||||||
| Non-operating pension and postretirement benefit credit | ||||||||||||||||||||||||||
| Net legacy asbestos and environmental charges | ( | |||||||||||||||||||||||||
| Change in fair value of investments | ||||||||||||||||||||||||||
| Cost associated with dissolution of Sensia | ( | |||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||
(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||
| Intelligent Devices | Software & Control | Lifecycle Services | Total | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Segment cost of sales | ( | ( | ( | |||||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | |||||||||||||||||||||||
| Segment engineering and development expenses | ( | ( | ( | |||||||||||||||||||||||
Other segment items (1) | ( | ( | ||||||||||||||||||||||||
| Segment operating earnings | $ | $ | $ | |||||||||||||||||||||||
Amortization of acquisition-related intangible assets (2) | ( | |||||||||||||||||||||||||
| Corporate and other | ( | |||||||||||||||||||||||||
| Non-operating pension and postretirement benefit credit | ||||||||||||||||||||||||||
Net legacy asbestos and environmental charges (2) | ( | |||||||||||||||||||||||||
| Change in fair value of investments | ( | |||||||||||||||||||||||||
| Cost associated with dissolution of Sensia | ||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||
(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Three months ended March 31, 2025 has been recast to conform with current year presentation.
26
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| Six Months Ended March 31, 2026 | ||||||||||||||||||||||||||
| Intelligent Devices | Software & Control | Lifecycle Services | Total | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Segment cost of sales | ( | ( | ( | |||||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | |||||||||||||||||||||||
| Segment engineering and development expenses | ( | ( | ( | |||||||||||||||||||||||
Other segment items (1) | ( | |||||||||||||||||||||||||
| Segment operating earnings | $ | $ | $ | |||||||||||||||||||||||
Amortization of acquisition-related intangible assets (2) | ( | |||||||||||||||||||||||||
| Corporate and other | ( | |||||||||||||||||||||||||
| Non-operating pension and postretirement benefit credit | ||||||||||||||||||||||||||
| Net legacy asbestos and environmental charges | ( | |||||||||||||||||||||||||
| Change in fair value of investments | ||||||||||||||||||||||||||
| Cost associated with dissolution of Sensia | ( | |||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||
(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.
(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
| Six Months Ended March 31, 2025 | ||||||||||||||||||||||||||
| Intelligent Devices | Software & Control | Lifecycle Services | Total | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Segment cost of sales | ( | ( | ( | |||||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | |||||||||||||||||||||||
| Segment engineering and development expenses | ( | ( | ( | |||||||||||||||||||||||
Other segment items (1) | ( | ( | ||||||||||||||||||||||||
| Segment operating earnings | $ | $ | $ | |||||||||||||||||||||||
Amortization of acquisition-related intangible assets (2) | ( | |||||||||||||||||||||||||
| Corporate and other | ( | |||||||||||||||||||||||||
| Non-operating pension and postretirement benefit credit | ||||||||||||||||||||||||||
Net legacy asbestos and environmental charges (3) | ( | |||||||||||||||||||||||||
| Change in fair value of investments | ( | |||||||||||||||||||||||||
| Cost associated with dissolution of Sensia | ||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||
(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Six months ended March 31, 2025 has been recast to conform with current year presentation.
27
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Among other considerations, we evaluate segment performance and allocate resources based upon segment operating earnings before amortization of acquisition-related intangible assets, corporate and other, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, cost associated with dissolution of Sensia, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net. Our chief operating decision maker (CODM), our Chief Executive Officer, uses segment operating earnings as the key performance metric to regularly monitor performance compared to prior periods, annual operating plan, and forecasts and to make decisions. The Company does not report total assets or capital expenditures by segment for internal reporting purposes as our CODM does not assess performance, make strategic decisions, or allocate resources based on assets.
Depending on the product, intersegment sales within a single legal entity are either at cost or cost plus a mark-up, which does not necessarily represent a market price. Sales between legal entities are at an appropriate transfer price. Segment selling, general and administrative expenses represent costs directly managed by the segments and allocated to the segments. We allocate costs related to shared segment operating activities to the segments consistent with the methodology used by management to assess segment performance.
We conduct a significant portion of our business activities outside the United States. We attribute sales to the geographic regions based on the country of destination. Sales in North America include $1,304 million and $2,541 million related to the U.S. for the three and six months ended March 31, 2026, respectively, and $1,190 million and $2,242 million for the three and six months ended March 31, 2025, respectively. Refer to Note 2 for disaggregation of revenue by segment and region.
In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors. Sales to our two largest distributors, which are attributable to all three 20
The following table summarizes the provision for depreciation and amortization for each of the reportable segments and Corporate (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Intelligent Devices | $ | $ | $ | $ | ||||||||||||||||||||||
| Software & Control | ||||||||||||||||||||||||||
| Lifecycle Services | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
Amortization of acquisition-related intangible assets (1) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
Depreciation expense has been allocated to segment operating earnings based on the expected benefit to be realized by each segment.
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareowners of
Rockwell Automation, Inc.
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated balance sheet of Rockwell Automation, Inc. and subsidiaries (the "Company") as of March 31, 2026, the related consolidated statements of operations, comprehensive income, and shareowners’ equity for the three-month and six-month periods ended March 31, 2026, and 2025, and of cash flows for the six-month periods ended March 31, 2026, and 2025, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2025, and the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for the year then ended (not presented herein); and in our report dated November 12, 2025, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding a change in accounting principle. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
May 5, 2026
29
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend”, and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:
•macroeconomic factors, including inflation, global and regional business conditions (including adverse impacts in certain markets, such as Oil & Gas), commodity prices, currency exchange rates, the cyclical nature of our customers’ capital spending, and sovereign debt concerns;
•laws, regulations, and governmental policies affecting our activities in the countries where we do business, including those related to trade policies, including tariffs, taxation, trade controls, cybersecurity, and climate change;
•the severity and duration of disruptions to our business due to natural disasters (including those as a result of climate change), pandemics, acts of war, strikes, terrorism, social unrest or other causes;
•the availability and price of components and materials;
•our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our hardware and software products, solutions, and services;
•the availability, effectiveness, and security of our information technology systems;
•the successful execution of our cost productivity and margin expansion initiatives;
•our ability to attract, develop, and retain qualified employees;
•the successful integration and management of strategic transactions and achievement of the expected benefits of these transactions;
•the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;
•our ability to manage and mitigate the risks associated with our solutions and services businesses;
•competitive hardware and software products, solutions, and services, pricing pressures, and our ability to provide high quality products, solutions, and services;
•the availability and cost of capital;
•disruptions to our distribution channels or the failure of distributors to develop and maintain capabilities to sell our products;
•intellectual property infringement claims by others and the ability to protect our intellectual property;
•the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;
•the uncertainties of litigation, including liabilities related to the safety and security of the hardware and software products, solutions, and services we sell;
•our ability to manage costs related to employee retirement and health care benefits; and
•other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.
These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. See Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025, and Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q for more information.
Non-GAAP Measures
The following discussion includes organic sales, Enterprise operating profit, Enterprise operating margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate, and free cash flow, which are non-GAAP measures. See Supplemental Sales Information for a reconciliation of reported sales to organic sales and a discussion of why we believe this non-GAAP measure is useful to investors. See Summary of Results of Operations for a reconciliation of Income before income taxes and pre-tax margin to Enterprise operating profit and Enterprise operating margin and a discussion of why we believe these non-GAAP measures are useful to investors. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for a reconciliation of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively, and a discussion of why we believe these non-GAAP measures are useful to investors. See Financial Condition for a reconciliation of Cash provided by operating activities to free cash flow and a discussion of why we believe this non-GAAP measure is useful to investors.
30
Overview
Rockwell Automation, Inc. is the world’s largest company dedicated to industrial automation and digital transformation. Overall demand for our hardware and software products, solutions, and services is driven by:
•investments in manufacturing, including new facilities or production lines, upgrades, modifications and expansions of existing facilities or production lines;
•investments in basic materials production capacity, which may be related to commodity pricing levels;
•our customers’ needs for faster time to market, agility to address evolving consumer preferences, operational productivity, asset management and reliability, and business resilience, including security and enterprise risk management;
•our customers’ needs to continuously improve quality, safety, and sustainability;
•industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;
•levels of global industrial production and capacity utilization;
•regional factors that include local political, social, regulatory, and economic circumstances; and
•the spending patterns of our customers due to their annual budgeting processes and their working schedules.
Long-term Strategy
As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation.
Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations. We see converging megatrends including digitization and artificial intelligence, energy transition and sustainability, shifting demographics, and an increased need for resiliency.
Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:
•achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;
•grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new markets;
•add 1% average annual growth from annual recurring revenue;
•add 1% average annual growth from acquisitions; and
•deliver profitable growth within a disciplined financial framework.
31
U.S. Economic Trends
In the second quarter of 2026, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:
•The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.
•The Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.
The table below depicts trends in these indicators since the quarter ended September 2024. These figures are as of May 5, 2026, and are subject to revision by the issuing organizations. Through March, the IP index increased versus the first quarter of fiscal 2026. Manufacturing PMI results increased as well during the second quarter of fiscal 2026, with January, February, and March registering readings above 50 and the highest levels in over three years.
| Manufacturing IP Index | PMI | ||||||||||||||||||||||
| Fiscal 2026 quarter ended: | |||||||||||||||||||||||
| March 2026 | 97.3 | 52.7 | |||||||||||||||||||||
| December 2025 | 96.5 | 47.9 | |||||||||||||||||||||
| Fiscal 2025 quarter ended: | |||||||||||||||||||||||
| September 2025 | 97.3 | 48.9 | |||||||||||||||||||||
| June 2025 | 96.9 | 49.0 | |||||||||||||||||||||
| March 2025 | 96.8 | 48.9 | |||||||||||||||||||||
| December 2024 | 95.5 | 49.2 | |||||||||||||||||||||
| Fiscal 2024 quarter ended: | |||||||||||||||||||||||
| September 2024 | 95.6 | 47.5 | |||||||||||||||||||||
Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. PPI growth did not significantly change from the first quarter of 2026, and remains in the low single digits.
Non-U.S. Economic Trends
In the second quarter of 2026, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial output outside the U.S. was mostly positive in the second quarter of fiscal 2026. Manufacturing PMI readings outside the U.S were mostly positive as well except for Mexico and Brazil where readings remained below 50.
32
Outlook
We continue to manage the impact of tariffs through actions including pricing and the use of alternative sources of materials and redundant manufacturing locations. Resiliency actions we took in recent years enable us to build certain high value product lines in more than one geographic location. We are still expecting that pricing actions will recover all tariff costs this year.
As a result of a U.S. Supreme Court ruling issued in February 2026, the Company may be entitled to a refund of tariffs previously paid on imported products under the International Emergency Economic Powers Act (IEEPA). As of March 31, 2026, the Company has not recognized an asset related to the potential refund. The Company will continue to monitor developments and will recognize a refund when realizable in accordance with ASC 450, Contingencies. If tariff amounts are ultimately refunded, the Company expects to implement a refund process for qualified customers.
During the second half of the fiscal year, we expect continued inflationary pressures to affect certain cost categories, driven by strong market demand for data centers and continued volatility related to geopolitical tensions in the Middle East. These factors are expected to primarily impact commodities, memory‑related electronic components, energy, and freight costs. Our objective is to mitigate these cost pressures over the remainder of the year through price and supply chain actions.
In the first quarter of 2026, we announced plans to build a new greenfield manufacturing site in Southeastern Wisconsin, and in the second quarter we confirmed New Berlin, Wisconsin as the specific site location. The facility is expected to be the company’s largest manufacturing campus globally, with a significant footprint and the flexibility to scale operations. Additionally, in January we completed the purchase of our Mequon, Wisconsin facility, which we had previously leased and continue to use for engineering and development and manufacturing. These projects are aligned with the previously announced $2 billion investment in plants, digital infrastructure, and talent to grow share, build resilience, and expand margins over the next five years.
33
Summary of Results of Operations
The following table reflects our sales and operating results (in millions, except per share amounts and percentages):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Intelligent Devices (a) | $ | 1,008 | $ | 896 | $ | 1,961 | $ | 1,702 | |||||||||||||||
| Software & Control (b) | 684 | 568 | 1,313 | 1,097 | |||||||||||||||||||
| Lifecycle Services (c) | 547 | 537 | 1,070 | 1,083 | |||||||||||||||||||
| Total sales (d) | $ | 2,239 | $ | 2,001 | $ | 4,344 | $ | 3,882 | |||||||||||||||
Segment operating earnings (1) | |||||||||||||||||||||||
| Intelligent Devices (e) | $ | 211 | $ | 159 | $ | 376 | $ | 279 | |||||||||||||||
| Software & Control (f) | 239 | 171 | 435 | 304 | |||||||||||||||||||
| Lifecycle Services (g) | 80 | 78 | 154 | 146 | |||||||||||||||||||
Corporate and other (2) | (26) | (27) | (56) | (62) | |||||||||||||||||||
Enterprise operating profit (3) (h) | 504 | 381 | 909 | 667 | |||||||||||||||||||
Amortization of acquisition-related intangible assets (4) | (29) | (36) | (61) | (71) | |||||||||||||||||||
| Non-operating pension and postretirement benefit credit | 3 | — | 6 | — | |||||||||||||||||||
Net legacy asbestos and environmental charges (2) | (1) | (6) | (2) | (9) | |||||||||||||||||||
| Change in fair value of investments | — | (3) | — | (3) | |||||||||||||||||||
| Cost associated with dissolution of Sensia | (4) | — | (8) | — | |||||||||||||||||||
| Interest expense, net | (33) | (37) | (62) | (72) | |||||||||||||||||||
| Income before income taxes (i) | 440 | 299 | 782 | 512 | |||||||||||||||||||
| Income tax provision | (89) | (51) | (129) | (86) | |||||||||||||||||||
| Net income | 351 | 248 | 653 | 426 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 1 | (4) | (2) | (10) | |||||||||||||||||||
| Net income attributable to Rockwell Automation | $ | 350 | $ | 252 | $ | 655 | $ | 436 | |||||||||||||||
| Diluted EPS | $ | 3.10 | $ | 2.22 | $ | 5.79 | $ | 3.83 | |||||||||||||||
Adjusted EPS (5) | $ | 3.30 | $ | 2.50 | $ | 6.05 | $ | 4.35 | |||||||||||||||
| Diluted weighted average outstanding shares | 112.6 | 113.3 | 112.7 | 113.4 | |||||||||||||||||||
| Pre-tax margin (i/d) | 19.7 | % | 14.9 | % | 18.0 | % | 13.2 | % | |||||||||||||||
| Intelligent Devices segment operating margin (e/a) | 20.9 | % | 17.7 | % | 19.2 | % | 16.4 | % | |||||||||||||||
| Software & Control segment operating margin (f/b) | 34.9 | % | 30.1 | % | 33.1 | % | 27.7 | % | |||||||||||||||
| Lifecycle Services segment operating margin (g/c) | 14.6 | % | 14.5 | % | 14.4 | % | 13.5 | % | |||||||||||||||
Enterprise operating margin (3) (h/d) | 22.5 | % | 19.0 | % | 20.9 | % | 17.2 | % | |||||||||||||||
(2) Legacy asbestos and environmental charges were previously included in Corporate and other. Three and six months ended March 31, 2025 have been recast to conform to current year presentation.
(3) Enterprise operating profit and Enterprise operating margin are non-GAAP financial measures. We exclude from income before income taxes and pre-tax margin amortization of acquisition-related intangible assets, impairment, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, cost associated with dissolution of Sensia, and interest expense, net because we do not consider these items to be directly related to the operating performance of our enterprise. We believe Enterprise operating profit and Enterprise operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating enterprise. Our measures of Enterprise operating profit and Enterprise operating margin may be different from measures used by other companies.
(4) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets. See the Supplemental Segment Information section for our presentation and reconciliation by segment.
34
(5) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.
Three and Six Months Ended March 31, 2026, Compared to Three and Six Months Ended March 31, 2025
Sales
Sales increased 12 percent year over year in both the three and six months ended March 31, 2026. Organic sales increased 9 percent year over year in both the three and six months ended March 31, 2026. Currency translation increased sales by 3 percent in both the three and six months ended March 31, 2026. Pricing contributed 3 percentage points to organic growth year over year in both the three and six months ended March 31, 2026.
The tables below present our sales, attributed to the geographic regions based upon country of destination, and the percentage change from the same period a year ago (in millions, except percentages):
| Change vs. | Change in Organic Sales (1) vs. | ||||||||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2025 | |||||||||||||||
| North America | $ | 1,412 | 10 | % | 9 | % | |||||||||||
| Europe, Middle East, and Africa | 430 | 20 | % | 9 | % | ||||||||||||
| Asia Pacific | 257 | 13 | % | 10 | % | ||||||||||||
| Latin America | 140 | 9 | % | (1) | % | ||||||||||||
| Total Company Sales | $ | 2,239 | 12 | % | 9 | % | |||||||||||
| Change vs. | Change in Organic Sales (1) vs. | ||||||||||||||||
| Six Months Ended March 31, 2026 | Six Months Ended March 31, 2025 | Six Months Ended March 31, 2025 | |||||||||||||||
| North America | $ | 2,751 | 13 | % | 13 | % | |||||||||||
| Europe, Middle East and Africa | 802 | 16 | % | 7 | % | ||||||||||||
| Asia Pacific | 512 | 7 | % | 6 | % | ||||||||||||
| Latin America | 279 | 1 | % | (7) | % | ||||||||||||
| Total Company Sales | $ | 4,344 | 12 | % | 9 | % | |||||||||||
(1) Organic sales and organic sales growth exclude the effect of acquisitions, changes in currency exchange rates, and divestitures. See Supplemental Sales Information for information on these non-GAAP measures.
Corporate and Other
Corporate and other expenses were $26 million and $56 million in the three and six months ended March 31, 2026, respectively, compared to $27 million and $62 million in the three and six months ended March 31, 2025, respectively.
Income before Income Taxes
Income before income taxes increased to $440 million and $782 million in the three and six months ended March 31, 2026, respectively, from $299 million and $512 million in the three and six months ended March 31, 2025, respectively.
Pre-tax margin was 19.7 percent and 18.0 percent in the three and six months ended March 31, 2026, respectively, compared to 14.9 percent and 13.2 percent in the three and six months ended March 31, 2025, respectively. Enterprise operating margin was 22.5 percent and 20.9 percent in the three and six months ended March 31, 2026, respectively, compared to 19.0 percent and 17.2 percent in the three and six months ended March 31, 2025, respectively. For both the three and six months ended March 31, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, positive impact of price realization exceeding input costs, including productivity, and favorable mix, partially offset by higher compensation.
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Income Taxes
The effective tax rates for the three and six months ended March 31, 2026, were 20.2 percent and 16.5 percent, respectively, compared to 17.1 percent and 16.8 percent for the three and six months ended March 31, 2025, respectively. Our Adjusted Effective Tax Rates for the three and six months ended March 31, 2026, were 20.6 percent and 19.1 percent, respectively, compared to 17.7 percent for both the three and six months ended March 31, 2025. The increases in the effective tax rate and the Adjusted Effective Tax Rate were primarily due to the application of BEPS Pillar Two minimum tax rules in Singapore offset by favorable discrete tax items in the first quarter of fiscal year 2026.
Diluted EPS and Adjusted EPS
Fiscal 2026 second quarter Net income attributable to Rockwell Automation was $350 million or $3.10 per share, compared to $252 million or $2.22 per share in the second quarter of 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin. Adjusted EPS was $3.30 in the second quarter 2026, up 32 percent compared to $2.50 in the second quarter of 2025, primarily due to higher Enterprise operating margin.
Net income attributable to Rockwell Automation was $655 million or $5.79 per share in the six months ended March 31, 2026, compared to $436 million or $3.83 per share in the six months ended March 31, 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin. Adjusted EPS was $6.05 in the six months ended March 31, 2026, up 39 percent compared to $4.35 in the six months ended March 31, 2025, primarily due to higher Enterprise operating margin.
Intelligent Devices
Sales
Intelligent Devices sales increased 13 percent and 15 percent year over year in the three and six months ended March 31, 2026, respectively. Organic sales increased 9 percent and 13 percent year over year in the three and six months ended March 31, 2026, respectively. The effects of currency translation increased sales by 4 percent and 2 percent year over year in the three and six months ended March 31, 2026. For the three months ended March 31, 2026, reported and organic sales increased in all regions. For the six months ended March 31, 2026, reported sales increased in all regions, while organic sales increased in all regions except for Latin America.
Segment Operating Margin
Intelligent Devices segment operating earnings increased 33 percent year over year in the three months ended March 31, 2026. Segment operating margin increased to 20.9 percent in the three months ended March 31, 2026, from 17.7 percent in the same period a year ago, primarily due to positive impact of price realization exceeding input costs, including productivity, higher sales volume, and favorable mix, partially offset by higher compensation.
Intelligent Devices segment operating earnings increased 35 percent year over year in the six months ended March 31, 2026. Segment operating margin increased to 19.2 percent in the six months ended March 31, 2026, from 16.4 percent in the same period a year ago, primarily due to higher sales volume, positive impact of price realization exceeding input costs, including productivity, and favorable mix, partially offset by higher compensation.
Software & Control
Sales
Software & Control sales increased 20 percent year over year in both the three and six months ended March 31, 2026. Organic sales increased 17 percent year over year in both the three and six months ended March 31, 2026. The effects of currency translation increased sales by 3 percent year over year in both the three and six months ended March 31, 2026. For the three months ended March 31, 2026, reported sales increased in all regions, while organic sales increased in all regions except for Latin America. For the six months ended March 31, 2026, reported and organic sales increased in all regions.
Segment Operating Margin
Software & Control segment operating earnings increased 40 percent year over year in the three months ended March 31, 2026. Segment operating margin increased to 34.9 percent in the three months ended March 31, 2026, from 30.1 percent in the same period a year ago, primarily due to higher sales volume and positive impact of price realization exceeding input costs, including productivity, partially offset by higher compensation.
Software & Control segment operating earnings increased 43 percent year over year in the six months ended March 31, 2026. Segment operating margin increased to 33.1 percent in the six months ended March 31, 2026, from 27.7 percent in the same period a year ago, primarily due to higher sales volume, partially offset by higher compensation.
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Lifecycle Services
Sales
Lifecycle Services sales increased 2 percent and decreased 1 percent year over year in the three and six months ended March 31, 2026, respectively. Organic sales decreased 1 percent and 4 percent year over year in the three and six months ended March 31, 2026, respectively. The effects of currency translation increased sales by 3 percent year over year in the three and six months ended March 31, 2026. For the three months ended March 31, 2026, reported and organic sales increased in Europe, Middle East, and Africa and Asia Pacific, while decreasing in North America and Latin America. For the six months ended March 31, 2026, reported and organic sales decreased in all regions, except Europe, Middle East, and Africa.
Segment Operating Margin
Lifecycle Services segment operating earnings increased 3 percent year over year in the three months ended March 31, 2026. Segment operating margin increased to 14.6 percent in the three months ended March 31, 2026, from 14.5 percent in the same period a year ago.
Lifecycle Services segment operating earnings increased 5 percent year over year in the six months ended March 31, 2026. Segment operating margin increased to 14.4 percent in the six months ended March 31, 2026, from 13.5 percent in the same period a year ago, primarily due to strong project execution, partially offset by higher compensation.
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Supplemental Segment Information
Amortization of acquisition-related intangible assets and non-operating pension and postretirement benefit credit are not allocated to our operating segments because these costs are excluded from our measurement of each segment's operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Amortization of acquisition-related intangible assets (1) | |||||||||||||||||||||||
| Intelligent Devices | $ | 9 | $ | 10 | $ | 19 | $ | 19 | |||||||||||||||
| Software & Control | 16 | 16 | 33 | 33 | |||||||||||||||||||
| Lifecycle Services | 4 | 10 | 9 | 19 | |||||||||||||||||||
| Non-operating pension and postretirement benefit credit | |||||||||||||||||||||||
| Intelligent Devices | $ | (1) | $ | — | $ | (2) | $ | — | |||||||||||||||
| Software & Control | (1) | — | (2) | — | |||||||||||||||||||
| Lifecycle Services | (1) | — | (2) | (1) | |||||||||||||||||||
(1) Amortization of acquisition-related intangible assets does not include amortization for intangibles internally developed, which is included in segment operating earnings. For the three and six months ended March 31, 2026, the amortization expense for internally developed intangible amortization was $4 million and $6 million, respectively.
Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation
Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit credit, amortization of acquisition-related intangible assets, net legacy asbestos and environmental charges, cost and tax items associated with dissolution of Sensia attributable to Rockwell Automation, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects. See Note 9 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.
The Company adjusts its non-GAAP results to exclude Amortization of acquisition-related intangible assets as such amounts are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of Amortization of acquisition-related intangible assets supplements the GAAP information with a measure that can be used to assess the comparability of operating performance between periods and as compared to industry peers. Although the Company excludes Amortization of acquisition-related intangible assets from its non-GAAP expenses, management believes that it is important for investors to understand that such intangible assets were recorded as part of an acquisition and contribute to revenue generation.
In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude cost, net of tax, and tax items associated with the April 1, 2026 dissolution of the Sensia joint venture. We believe the change to our definition provides a more useful presentation of our operating performance to investors as these costs and tax effects are not reflective of our ongoing operations. We did not revise prior years because there were no similar amounts.
We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate.
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The following are reconciliations of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively (in millions, except per share amounts and percentages):
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income attributable to Rockwell Automation | $ | 350 | $ | 252 | $ | 655 | $ | 436 | |||||||||||||||
| Non-operating pension and postretirement benefit credit | (3) | — | (6) | — | |||||||||||||||||||
| Tax effect of non-operating pension and postretirement credit | — | — | 1 | — | |||||||||||||||||||
| Amortization of acquisition-related intangible assets attributable to Rockwell Automation | 29 | 32 | 60 | 65 | |||||||||||||||||||
| Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation | (7) | (7) | (14) | (15) | |||||||||||||||||||
| Net legacy asbestos and environmental charges | 1 | 6 | 2 | 9 | |||||||||||||||||||
| Tax effect of net legacy asbestos and environmental charges | — | (1) | — | (2) | |||||||||||||||||||
| Change in fair value of investments | — | 3 | — | 3 | |||||||||||||||||||
| Tax effect of change in fair value of investments | — | (1) | — | (1) | |||||||||||||||||||
| Cost associated with dissolution of Sensia attributable to Rockwell Automation | 4 | — | 7 | — | |||||||||||||||||||
| Tax effects associated with dissolution of Sensia attributable to Rockwell Automation | (1) | — | (21) | — | |||||||||||||||||||
| Adjusted Income | $ | 373 | $ | 284 | $ | 684 | $ | 495 | |||||||||||||||
| Diluted EPS | $ | 3.10 | $ | 2.22 | $ | 5.79 | $ | 3.83 | |||||||||||||||
| Non-operating pension and postretirement credit | (0.03) | — | (0.05) | — | |||||||||||||||||||
| Tax effect of non-operating pension and postretirement credit | — | — | 0.01 | — | |||||||||||||||||||
| Amortization of acquisition-related intangible assets attributable to Rockwell Automation | 0.26 | 0.27 | 0.53 | 0.57 | |||||||||||||||||||
| Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation | (0.06) | (0.06) | (0.12) | (0.13) | |||||||||||||||||||
| Net legacy asbestos and environmental charges | 0.01 | 0.06 | 0.02 | 0.08 | |||||||||||||||||||
| Tax effect of net legacy asbestos and environmental charges | — | (0.01) | — | (0.02) | |||||||||||||||||||
| Change in fair value of investments | — | 0.03 | — | 0.03 | |||||||||||||||||||
| Tax effect of change in fair value of investments | — | (0.01) | — | (0.01) | |||||||||||||||||||
| Cost associated with dissolution of Sensia attributable to Rockwell Automation | 0.03 | — | 0.06 | — | |||||||||||||||||||
| Tax and tax items associated with dissolution of Sensia attributable to Rockwell Automation | (0.01) | — | (0.19) | — | |||||||||||||||||||
| Adjusted EPS | $ | 3.30 | $ | 2.50 | $ | 6.05 | $ | 4.35 | |||||||||||||||
| Effective tax rate | 20.2 | % | 17.1 | % | 16.5 | % | 16.8 | % | |||||||||||||||
| Tax effect of non-operating pension and postretirement credit | 0.2 | % | — | % | — | % | — | % | |||||||||||||||
| Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation | 0.3 | % | 0.5 | % | 0.6 | % | 0.7 | % | |||||||||||||||
| Tax effect of net legacy asbestos and environmental charges | (0.1) | % | — | % | (0.1) | % | 0.1 | % | |||||||||||||||
| Tax effect of change in fair value of investments | — | % | 0.1 | % | — | % | 0.1 | % | |||||||||||||||
| Tax effect associated with dissolution of Sensia attributable to Rockwell Automation | — | % | — | % | 2.1 | % | — | % | |||||||||||||||
| Adjusted Effective Tax Rate | 20.6 | % | 17.7 | % | 19.1 | % | 17.7 | % | |||||||||||||||
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Financial Condition
The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows (in millions):
| Six Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash provided by (used for) | |||||||||||
| Operating activities | $ | 554 | $ | 563 | |||||||
| Investing activities | (119) | (122) | |||||||||
| Financing activities | (436) | (445) | |||||||||
| Effect of exchange rate changes on cash | 3 | (17) | |||||||||
| Increase (decrease) in cash, cash equivalents, and cash included in assets held for sale | $ | 2 | $ | (21) | |||||||
The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):
| Six Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash provided by operating activities | $ | 554 | $ | 563 | |||||||
| Capital expenditures | (109) | (99) | |||||||||
| Free cash flow | $ | 445 | $ | 464 | |||||||
Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.
Cash provided by operating activities was $554 million for the six months ended March 31, 2026, compared to $563 million for the six months ended March 31, 2025. Free cash flow was $445 million for the six months ended March 31, 2026, compared to $464 million for the six months ended March 31, 2025. The year over year decreases in cash provided by operating activities and free cash flow were primarily due to the payout of incentive compensation in fiscal 2026 related to fiscal 2025 performance while no incentive compensation was paid in fiscal 2025 related to fiscal 2024 performance, and increases in working capital, partially offset by higher pre-tax income.
Our Short-term debt as of March 31, 2026, included commercial paper borrowings of $1,025 million with a weighted average interest rate of 4.00 percent, and a weighted average maturity period of 28 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days.
In December 2022, Sensia entered into an unsecured $75 million line of credit. There were no borrowings outstanding under the line of credit as of December 31, 2025, as the credit line matured and closed and outstanding debt was settled with loans from the joint venture partners. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in Short-term debt as of March 31, 2026, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million due June 15, 2026, and $33 million due June 10, 2026. As of September 30, 2025, the $14 million and $42 million of interest-bearing loans were included in Short-term debt and Long-term debt, respectively. Pursuant to the separation agreement referenced in Note 1 in the Consolidated Financial Statements, all intercompany debt was settled by the joint venture partners upon dissolution.
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We repurchased approximately 1.6 million shares of our common stock under our share repurchase program in the first six months of 2026. The total cost of these shares was $608 million, of which $12 million was recorded in Accounts payable at March 31, 2026, related to shares that did not settle until April 2026. Excise tax of $2 million was paid during the three months ended March 31, 2026, related to our 2026 share repurchases. At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 0.8 million shares of our common stock under our share repurchase program in the first six months of 2025. The total cost of these shares was $228 million, of which $3 million was recorded in Accounts payable at March 31, 2025, related to shares that did not settle until April 2025. Our decision to repurchase shares in the remainder of 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At March 31, 2026, we had approximately $318 million remaining for share repurchases under our existing board authorization. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.
We expect future uses of cash to include capital expenditures, working capital requirements, dividends to shareowners, repurchases of common stock, repayment of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, commercial paper borrowings, or new issuances of debt or other securities. In addition, we have access to unsecured credit facilities with various banks.
At March 31, 2026, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to allocate capital resources among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Act, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested.
In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the quarter ended March 31, 2026, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period.
Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. This access to funds to repay maturing commercial paper is an important factor in maintaining the short-term credit ratings set forth in the table below. Under our current policy with respect to these ratings, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.
Separate short-term unsecured credit facilities of approximately $275 million at March 31, 2026, were available to non-U.S. subsidiaries, of which, approximately $35 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at March 31, 2026, and September 30, 2025, were not significant. We were in compliance with all covenants under our credit facilities at March 31, 2026, and September 30, 2025. There are no significant commitment fees or compensating balance requirements under our credit facilities.
The following is a summary of our credit ratings as of May 5, 2026:
| Credit Rating Agency | Short-Term Rating | Long-Term Rating | Outlook | |||||||||||||||||
| Standard & Poor’s | A-2 | A- | Stable | |||||||||||||||||
| Moody’s | P-2 | A3 | Stable | |||||||||||||||||
| Fitch Ratings | F1 | A | Stable | |||||||||||||||||
Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit ratings and market conditions. We have not experienced any difficulty in accessing the commercial paper market. If our access to the commercial paper market is adversely affected due to a change in market conditions or otherwise, we would expect to rely on a combination of available cash and our unsecured committed credit facility to provide short-term funding. In such event, the cost of borrowings under our unsecured committed credit facility could be higher than the cost of commercial paper borrowings.
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We regularly monitor the third-party depository institutions that hold our cash and cash equivalents and short-term investments. We diversify our cash and cash equivalents and short-term investments among counterparties to minimize exposure to any one of these entities.
We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. In 2025 we entered into cross-currency swaps that we designated as a partial hedge of our net investment in certain Euro, Swiss franc, and Chinese yuan functional currency denominated subsidiaries. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.
Net gains and losses related to derivative forward exchange contracts designated as cash flow hedges offset the related gains and losses on the hedged items during the periods in which the hedged items are recognized in earnings. During the three and six months ended March 31, 2026, we reclassified $3 million and $4 million, respectively, in pre-tax net losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During both the three and six months ended March 31, 2025, we reclassified $7 million in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of March 31, 2026, we expect that approximately $6 million of pre-tax net unrealized losses on cash flow hedges will be reclassified into earnings during the next 12 months.
Information with respect to our contractual cash obligations is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information.
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Supplemental Sales Information
We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure, provides useful information to investors because it reflects regional and operating segment performance from the activities of our businesses without the effect of acquisitions and changes in currency exchange rates. We use organic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures. We attribute sales to the geographic regions based on the country of destination.
The following is a reconciliation of reported sales to organic sales by geographic region (in millions):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||
| Reported Sales | Effect of Changes in Currency | Organic Sales | Reported Sales | ||||||||||||||||||||||||||||||||
| North America | $ | 1,412 | $ | 5 | $ | 1,407 | $ | 1,288 | |||||||||||||||||||||||||||
| Europe, Middle East, and Africa | 430 | 40 | 390 | 358 | |||||||||||||||||||||||||||||||
| Asia Pacific | 257 | 7 | 250 | 227 | |||||||||||||||||||||||||||||||
| Latin America | 140 | 13 | 127 | 128 | |||||||||||||||||||||||||||||||
| Total Company Sales | $ | 2,239 | $ | 65 | $ | 2,174 | $ | 2,001 | |||||||||||||||||||||||||||
| Six Months Ended March 31, 2026 | Six Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||
| Reported Sales | Effect of Changes in Currency | Organic Sales | Reported Sales | ||||||||||||||||||||||||||||||||
| North America | $ | 2,751 | $ | 6 | $ | 2,745 | $ | 2,438 | |||||||||||||||||||||||||||
| Europe, Middle East, and Africa | 802 | 66 | 736 | 690 | |||||||||||||||||||||||||||||||
| Asia Pacific | 512 | 6 | 506 | 478 | |||||||||||||||||||||||||||||||
| Latin America | 279 | 22 | 257 | 276 | |||||||||||||||||||||||||||||||
| Total Company Sales | $ | 4,344 | $ | 100 | $ | 4,244 | $ | 3,882 | |||||||||||||||||||||||||||
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The following is a reconciliation of reported sales to organic sales by operating segment (in millions):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||
| Reported Sales | Effect of Changes in Currency | Organic Sales | Reported Sales | ||||||||||||||||||||||||||||||||
| Intelligent Devices | $ | 1,008 | $ | 29 | $ | 979 | $ | 896 | |||||||||||||||||||||||||||
| Software & Control | 684 | 19 | 665 | 568 | |||||||||||||||||||||||||||||||
| Lifecycle Services | 547 | 17 | 530 | 537 | |||||||||||||||||||||||||||||||
| Total Company Sales | $ | 2,239 | $ | 65 | $ | 2,174 | $ | 2,001 | |||||||||||||||||||||||||||
| Six Months Ended March 31, 2026 | Six Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||
| Reported Sales | Effect of Changes in Currency | Organic Sales | Reported Sales | ||||||||||||||||||||||||||||||||
| Intelligent Devices | $ | 1,961 | $ | 45 | $ | 1,916 | $ | 1,702 | |||||||||||||||||||||||||||
| Software & Control | 1,313 | 29 | 1,284 | 1,097 | |||||||||||||||||||||||||||||||
| Lifecycle Services | 1,070 | 26 | 1,044 | 1,083 | |||||||||||||||||||||||||||||||
| Total Company Sales | $ | 4,344 | $ | 100 | $ | 4,244 | $ | 3,882 | |||||||||||||||||||||||||||
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Critical Accounting Estimates
We have prepared the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and revenues and expenses during the periods reported. These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Information with respect to accounting estimates that are the most critical to the understanding of our financial statements as they could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information.
Environmental Matters
Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 17 in the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information.
Recent Accounting Pronouncements
See Note 1 in the Consolidated Financial Statements regarding recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information with respect to our exposure to foreign currency risk and interest rate risk is contained in Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures: We, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the quarter covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the quarter covered by this report, our disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There has not been any change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to our legal proceedings is contained in Item 3. Legal Proceedings, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information.
Item 1A. Risk Factors
Information about our most significant risk factors is contained in Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information, except that the existing risk factor entitled "Failures or security breaches of our commercial product offerings (which includes hardware, software, services, and solutions), manufacturing equipment, supply chain, or information and operational technology systems could have an adverse effect on our business." is updated as follows:
Failures or security breaches of our commercial product offerings (which includes hardware, software, services, and solutions), manufacturing environment, supply chain, or information and operational technology systems could have an adverse effect on our business.
We rely heavily on technology in our commercial product offerings for use in our customers’ manufacturing environment, and in our enterprise infrastructure. Despite the implementation of security measures, our systems are vulnerable to unauthorized access by nation states, hackers, cyber-criminals, malicious insiders, and other actors who may engage in fraud, theft of confidential or proprietary information, or sabotage. Our systems could be compromised by malware (including ransomware), cyber-attacks, and other events, ranging from widespread, non-targeted, global cyber threats to targeted advanced persistent threats. Given our commercial product offerings can be used in critical infrastructure and critical manufacturing, these threats could indicate increased risk for our commercial product offerings, manufacturing, and IT infrastructure.
The current cyber threat environment indicates increased risk for all companies, including those in industrial automation and information technology, and the adoption of AI has resulted in more sophisticated attacks, increasing our risk exposure. Like other global companies, we have experienced cyber threats and incidents, although none have been material or had a material adverse effect on our business or financial condition.
Our information security efforts include programs designed to address security governance, compliance, risk management, secure development and engineering, data protection, insider risk, third-party risk, security awareness, access management, incident response, and security operations in support of enterprise security and product security. We believe these measures reduce, but cannot eliminate, the risk of a cybersecurity incident internally or externally. Any significant security incidents could have an adverse impact on sales, harm our reputation, and cause us to incur legal liability and increased costs to address such events and related security concerns.
Product and Services Security
Our hardware and software products, services and solutions are used by our customers in applications that may be subject to information theft, tampering, sabotage, or cyber-attacks. Careless or malicious actors could cause a customer’s process to be disrupted or could cause equipment to operate in an improper manner, resulting in harm to people or property.
In April 2026, U.S. government agencies issued a joint cybersecurity advisory warning of active exploitation by Iranian-affiliated threat actors of internet-facing operational technology (OT) devices, including programmable logic controllers, across multiple U.S. critical infrastructure sectors. According to this advisory, threat actors have successfully accessed and manipulated industrial control systems by leveraging legitimate engineering software and targeting unsecured customer network connections, resulting in operational disruption, unauthorized modification of control logic, and manipulation of human machine interface and supervisory control and data acquisition displays. The advisory further indicates that this activity is ongoing, has escalated since at least March 2026, and may expand to additional OT products and vendors due to widespread deployment of industrial automation technologies.
To a significant extent, the security of our customers’ systems depends on how those systems are designed, installed, protected, configured, updated, and monitored, and much of this is typically outside our control. In addition, both software and hardware supply chains can introduce security vulnerabilities into many technologies across the industry. Past global cyber-attacks have also been perpetuated by compromising software updates in widely used software products, posing the risk that vulnerabilities or malicious content could be inserted into our products. In some cases, it is possible that malware attacks could spread throughout the supply chain, moving from one company to the next via authorized network connections. We have designed a Secure Development Lifecycle Program that incorporates appropriate security activities into the necessary development and
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support practices for our commercial product offerings. The Secure Development Lifecycle Program is audited annually by third-party firms. Our Third-Party Risk Program manages risk posed by our suppliers used in the development of our commercial product offerings. While we continue to improve the security attributes of our commercial product offerings, we can reduce risk, but not eliminate it.
Enterprise Security
Our business uses technology resources across a dispersed, global basis for a variety of functions including development, engineering, manufacturing, sales, accounting and financial reporting, and human resources. Our vendors, partners, employees, and customers have access to, and share, information across multiple locations via various digital technologies. In addition, we rely on partners and vendors, including cloud providers, for a wide range of products and outsourced activities as part of our internal IT infrastructure and our commercial product offerings. Secure connectivity is important to these ongoing operations. Also, our partners and vendors frequently have access to our confidential information as well as confidential information about our customers, employees, and others. We design our security architecture to reduce the risk that a compromise of our partners’ infrastructure, for example a cloud platform, could lead to a compromise of our internal systems or customer networks. In addition, our Third-Party Risk Program manages risk posed by our suppliers that have access to our confidential information, systems, or network, but this risk cannot be eliminated and vulnerabilities at third parties could result in unknown risk exposure to our business and information. In addition, cybersecurity threats may pose a significant risk to our third-party partners and could have a material adverse impact on their businesses, operations, products, and services that we use in our day-to-day operations.
Artificial Intelligence
As we broaden the application of AI across product development, manufacturing, customer operations, and enterprise operations, we face evolving risks related to safety, data governance, regulatory compliance, intellectual property, and ethical use. Integrating AI into our offerings and internal processes may lead to unintended consequences, including biased outputs, inaccurate decision-making, and increased vulnerability to adversarial attacks, that could significantly impact our business, reputation, and financial results.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchases
The table below sets forth information with respect to purchases made by or on behalf of us of shares of our common stock during the three months ended March 31, 2026:
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) | ||||||||||||||||||||||
| January 1-31, 2026 | 96,604 | $ | 414.11 | 96,604 | $ | 732,723,643 | ||||||||||||||||||||
| February 1-28, 2026 | 283,173 | 395.32 | 283,173 | 620,780,893 | ||||||||||||||||||||||
| March 1-31, 2026 | 838,500 | 360.64 | 838,500 | 318,384,738 | ||||||||||||||||||||||
| Total | 1,218,277 | $ | 372.94 | 1,218,277 | ||||||||||||||||||||||
(1) All of the shares purchased during the quarter ended March 31, 2026, were acquired pursuant to the repurchase program described in (3) below.
(2) Average price paid per share includes brokerage commissions.
(3) On September 11, 2024, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. Our repurchase program allows us to repurchase shares at management’s discretion or at our broker’s discretion pursuant to a share repurchase plan subject to price and volume parameters.
Item 5. Other Information
During the quarter ended March 31, 2026, the following officer of the Company adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, with such details of the arrangement as further follows:
•John Miller , Vice President and Chief Intellectual Property Counsel , adopted a Rule 10b5-1 trading arrangement on February 17, 2026 , that will terminate on the earlier of October 30, 2026 , or the execution of all trades in the trading arrangement. Mr. Miller’s trading arrangement covers the (i) sale of 354 long shares of the Company’s common stock and (ii) exercise of up to 700 stock options and the sale of the underlying shares of the Company's common stock.
During the quarter ended March 31, 2026, no director or officer of the Company adopted or terminated
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Item 6. Exhibits
(a) Exhibits:
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| Exhibit 101 | — | Interactive Data Files. | |||||||||||||||
| Exhibit 104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||||||||
* Management contract or compensatory plan or arrangement. | |||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROCKWELL AUTOMATION, INC. (Registrant) | |||||||||||||||||
| Date: | May 5, 2026 | By | /s/ CHRISTIAN E. ROTHE | ||||||||||||||
| Christian E. Rothe Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||||||||
| Date: | May 5, 2026 | By | /s/ TERRY L. RIESTERER | ||||||||||||||
| Terry L. Riesterer Vice President and Controller (Principal Accounting Officer) | |||||||||||||||||
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Exhibit 10.2*
ROCKWELL AUTOMATION, INC.
2026 LONG-TERM INCENTIVES PLAN
RESTRICTED STOCK UNIT AGREEMENT
FOR U.S. EMPLOYEES
To: <first name> <last name>
In accordance with Section 4(d) of the Rockwell Automation, Inc. 2026 Long-Term Incentives Plan (the “Plan”), <award amount> restricted stock units (“Restricted Stock Units”) of Rockwell Automation, Inc. have been granted to you effective <award date> (the “award date”), upon the terms and conditions of this Restricted Stock Unit Agreement for U.S. Employees (this “Agreement”), subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
The Restricted Stock Units are being granted to you upon the following terms and conditions:
1.Earning of Shares Underlying Restricted Stock Units
Each Restricted Stock Unit shall entitle you to receive one share of Stock of the Corporation. You will be deemed to have fully earned one-third of the Restricted Stock Units (rounded to the nearest whole number) on each of the first and second anniversary of the award date, and the balance of the Restricted Stock Units on the third anniversary of the award date, in each case if you continue as an Employee from the date hereof until the anniversary of the award date in the respective year, provided that:
(a)If the date of your retirement or other termination (excluding death and Disability, as such term is defined in the Plan) is before the first anniversary of the award date, then you shall be deemed not to have earned any of the Restricted Stock Units and shall have no further rights with respect to the Restricted Stock Units;
(b)if you die or your employment is terminated due to a Disability prior to the third anniversary of the award date, then you shall be deemed to have fully earned all the Restricted Stock Units subject to this Agreement on the date of your death or termination due to Disability, as the case may be;
(c)if your employment by the Corporation (or a Subsidiary) terminates on or after the first anniversary of the award date by reason of your retirement, you (or if you die after your retirement date, your estate or any person who acquires the Restricted Stock Units by bequest or inheritance) will be deemed to have earned the Restricted Stock Units on the date you would otherwise have become entitled to earn the Restricted Stock Units on the second and third anniversary of the award date. For purposes of this Section 1, retirement means termination of employment with the Corporation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of the Corporation and except for any terminations for “cause” (as determined by the Corporation) or as otherwise may be required by local law;
(d)if during the period of your continuous service as an Employee and prior to the vest date (i.e., the date on which the Restricted Stock Units are earned under this Agreement), (A) a Change of Control occurs, (B) all Restricted Stock Units that are outstanding are assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation and (C) your employment is terminated (1) by reason of death or Disability, (2) by you for a Change of Control Good Reason or (3) by the Corporation (or a Subsidiary) other than for Cause, you shall be deemed to have fully earned all the Restricted Stock Units subject to this Agreement (and any substituted awards of restricted stock units) on the date of your separation from service. If during the period of your continuous service as an Employee and prior to the vest date, (A) a Change of Control occurs and (B) all Restricted Stock Units that are outstanding are not assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation, then you shall be deemed to have fully earned all the Restricted Stock Units subject to this Agreement on the date of such Change of Control; and
(e)if you cease to be an Employee prior to satisfaction of any of the conditions set forth in paragraphs (a), (b), (c) or (d) of this Section 1, regardless of the reason for such cessation and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any, then you shall be deemed not to have earned any of the Restricted Stock Units and shall have no further rights with respect to the Restricted Stock Units. For purposes of the Restricted Stock Units, the Corporation shall have the exclusive discretion to determine whether you have ceased to actively provide continuous service to the Corporation or one of its Subsidiaries for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence).
(f)For purposes of your eligibility to earn the Restricted Stock Units under this Section 1, if you receive severance payments in connection with your separation from the Corporation (or a Subsidiary), you will be treated as not having terminated your employment with the Corporation (or a Subsidiary) until the last date on which you are entitled to receive severance payments from the Corporation (or a Subsidiary), at which time your employment will be deemed terminated.
2.Delivery of Shares Underlying Restricted Stock Units
As promptly as practicable and not later than sixty (60) days after you have earned the shares of Stock of the Corporation underlying the Restricted Stock Units in accordance with Section 1 (or within such longer period as permitted
under Section 10(a) of the Plan, or in the event of your death, under Section
409A), the Corporation will deliver to you (or in the event of your death, to your estate or any person who acquires your interest in the Restricted Stock Units by bequest or inheritance) such shares of Stock.
3.Forfeiture of Shares Underlying Restricted Stock Units
Notwithstanding any other provision of this Agreement, if at any time it becomes impossible for you to receive any of the shares of Stock of the Corporation underlying the Restricted Stock Units in accordance with this Agreement, all the Restricted Stock
Units will be forfeited, and you will have no further rights of any kind or nature with respect thereto.
4.409A for U.S. Federal Taxpayers
To the extent that you are subject to U.S. federal taxation, the following provisions of this Section 4 will apply to your Award.
This Agreement is intended to comply with, or be exempt from, Section 409A and, to the maximum extent permitted, this Agreement will be interpreted in accordance with such intention. Notwithstanding any other provision of this Agreement to the contrary, the Corporation makes no representation that the Plan or any amounts payable under this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to this Agreement. For purposes of this Agreement, any reference to “termination of employment”, “termination” or similar reference, shall be deemed to refer to “Separation from Service” within the meaning of Section 409A. Further, to the extent that the Restricted Stock Units are subject to, not exempt from, Section 409A, the terms “Change of Control” and “Disability” shall have the meanings ascribed to such terms under Section 4(j)(iv) of the Plan.
To the extent that any amount payable under this Agreement constitutes an amount payable or benefit to be provided under a "nonqualified deferred compensation plan" (as defined in Section 409A) that is not exempt from Section 409A, and such amount is payable as a result of a Separation from Service and you are a "specified employee" (as defined and determined under Section 409A and any relevant procedures that the Corporation may establish) at the time of your Separation from Service, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to you until the day after the date that is six (6) months following your Separation from Service, at which time all payments that otherwise would have been paid to you under this Agreement during that six-month period, but were not paid because of this Section, will be paid in a single lump sum. This six-month delay will cease to be applicable in the event of your death.
5.Non-compete
If your principal place of employment or residence on the award date or the date of your termination of employment is anywhere other than an Excluded State (as defined below) then, as a condition to receiving and being eligible to earn the Restricted Stock Units, you undertake and agree by your acceptance of this Agreement that:
(a)during your employment with the Corporation or a Subsidiary and for two years after the date of your retirement or other termination of such employment, you shall not (i) directly or indirectly, except with the approval of the Corporation, engage or otherwise participate in any business that is competitive with any significant line of business of the Corporation or any of its Subsidiaries (otherwise than through ownership of not more than 5% of the voting securities of any such competitive business); or (ii) solicit or induce, or cause any other person or entity to solicit or induce, any employee of the Corporation or any of its Subsidiaries to leave their employment with the Corporation or any of its Subsidiaries to accept employment or other engagement with any other person or entity; and
(b)in the event that you breach this undertaking, in addition to any and all other remedies the Corporation may have, (i) any Restricted Stock Units that you have not yet earned under Section 1 that are outstanding and have not been earned as of the date of this Agreement, will be forfeited and you will have no further rights of any kind or nature with respect thereto; and (ii) with respect to any Restricted Stock Units that you have earned (other than Restricted Stock Units that were earned more than two years before the date of your retirement or other termination of employment), you agree to pay the Corporation upon written demand a cash amount equal to the Fair Market Value of the shares of Stock underlying such Restricted Stock Units and Restricted Stock as of the date that such shares were delivered to you pursuant to the Restricted Stock Units.
(c)For purposes of the foregoing, "Excluded State" means California, Massachusetts, Minnesota, North Dakota and Oklahoma, or any other jurisdiction where this Section 5 is prohibited by law.
If a Change of Control (as defined in the Plan) shall occur, however, the foregoing provisions (a) and (b) shall immediately terminate as of the date of such Change of Control and shall not limit your activities thereafter.
6.Transferability
The Restricted Stock Units are not transferable by you except by will or by the laws of descent and distribution and are deliverable, during your lifetime, only to you.
7.Responsibility for Taxes
You acknowledge that, regardless of any action taken by the Corporation or, if different, the Subsidiary for which you provide continuous service (the “Employer”), the ultimate liability for all income tax, social insurance contributions, payroll tax, fringe benefits tax, payment on account, and other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Corporation or the Employer. You further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, earning or settlement of the Restricted Stock Units, the subsequent sale of Stock acquired pursuant to such settlement and the receipt of any dividends or other distributions paid on the Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax-withholding event, as applicable, you agree to make arrangements satisfactory to the Corporation and/or the Employer to satisfy any withholding obligations the Corporation and/or the Employer may have for all Tax-Related Items. In this regard, you authorize the Corporation and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding
obligations or rights with regard to all Tax-Related Items by one or a combination of the following:
(a)withholding from wages or other cash compensation payable to you by the Corporation or the Employer;
(b)withholding from proceeds of the sale of Stock to be issued upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Corporation (on your behalf pursuant to this authorization without further consent); and
(c)any other method acceptable to the Corporation and permitted under the Plan and applicable laws.
The Corporation and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Stock. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or the Employer.
You agree to pay to the Corporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to deliver the Stock or the proceeds of the sale of Stock if you fail to comply with your obligations for Tax-Related Items. The Corporation may cause a portion of the Restricted Stock Units to vest prior to the vesting dates described in Section 1 above in order to satisfy any Tax-Related Items that arise prior to the date of delivery of the Restricted Stock Units described in Section 2 above; provided that to the extent necessary to avoid a prohibited distribution under Section 409A, the number of Restricted Stock Units so accelerated shall be with respect to a number of shares with a value that does not exceed the liability for the Tax-Related Items.
8.Adjustments
If there shall be any change in or affecting the outstanding shares of Stock on account of any stock dividend or split, merger or consolidation (whether or not the Corporation is a surviving corporation), recapitalization, reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or other property, there shall be made or taken such amendments to this Agreement or the Restricted Stock Units as the Board of Directors may deem appropriate under the circumstances.
9.No Acquired Rights
You acknowledge, agree and consent that: (a) the Plan is established voluntarily by the Corporation, it is discretionary in nature and the Corporation may amend, cancel or terminate the Plan at any time; (b) the grant of the Restricted Stock Units subject to this Agreement is exceptional, voluntary and occasional and is a one-time benefit offered to you and does not create any contractual or other right for you to receive any grant of restricted stock units or benefits under the Plan in the future, even if restricted stock units have been granted in the past; (c) future grants, if any, shall be at the sole discretion of
the Corporation, including, but not limited to, the timing of any grant, the number of shares and forfeiture provisions; and (d) your participation in the Plan is voluntary.
10.Dividend, Dividend Equivalents and Voting Rights.
(a)Limitations on Rights Associated with Restricted Stock Units. You shall have no rights as a shareowner of the Corporation, no dividend rights (except as expressly provided in Section 10(b) with respect to Dividend Equivalents) and no voting rights, with respect to the Restricted Stock Units or any shares of Stock underlying or issuable in respect of such Restricted Stock Units until such shares of Stock are actually issued to you and you are the holder of record. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate or book entry evidencing such shares of Stock.
(b)Dividend Equivalent Distributions. As of any date that the Corporation pays an ordinary cash dividend on its shares of Stock, the Corporation shall credit you with a U.S. dollar amount of Dividend Equivalents equal to (i) the per share cash dividend paid by the Corporation on its shares of Stock on such date, multiplied by (ii) the total number of Restricted Stock Units (with such total number adjusted pursuant to Section 9 of the Plan) that are outstanding immediately prior to the record date for that dividend. Any Dividend Equivalents credited pursuant to the foregoing provisions of this Section 10(b) shall be subject to the same vesting and payment terms, conditions and restrictions as the original Restricted Stock Units to which they relate. Finally, no crediting of Dividend Equivalents shall be made pursuant to this Section 10(b) with respect to any Restricted Stock Units which, immediately prior to the record date for that dividend, have either been paid pursuant to Section 2 or terminated pursuant to Section 1(e). Notwithstanding anything contained in this Section 10(b), the Dividend Equivalents may be payable in shares of Stock or cash, as determined by the Corporation in its sole discretion. Further, the Corporation shall have no obligation to pay out any Dividend Equivalents unless and until they accrue to the equivalent value of a whole share of Stock.
11.Applicable Law and Venue
This Agreement and the Corporation’s obligation to deliver shares of Stock hereunder will be governed by and construed and enforced in accordance with the laws of Delaware and the Federal laws of the United States, without regard to any conflict of law provisions.
Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Restricted Stock Units or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts and hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which
is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
12.Beneficiary Designation
You explicitly agree that the beneficiary designated in your designated beneficiary plan, if any, for your Schwab One Brokerage account linked to your Equity Award Center account will apply to your Equity Award Center account, including without limitation the Restricted Stock Units, if permitted by the Corporation and validly designated under applicable law, unless you submit to Charles Schwab a written revocation of the designated beneficiary with respect to your Equity Award Center account.
13.Entire Agreement.
This Agreement and the Plan embody the entire agreement and understanding between the Corporation and you with respect to the Restricted Stock Units subject to this Agreement, and there are no representations, promises, covenants, agreements or understandings with respect to such Restricted Stock Units other than those expressly set forth in this Agreement and the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall govern.
14.Compliance with Law
Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Stock, the Corporation shall not be required to deliver any shares issuable upon settlement of the Restricted Stock Units prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Corporation shall, in its absolute discretion, deem necessary or advisable. You understand that the Corporation is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, you agree that the Corporation shall have unilateral authority to amend the Plan and this Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Stock.
Notwithstanding anything in this Agreement to the contrary, the non-compete restrictions in Section 5 of this Agreement shall not apply to you if you are an employee of the Corporation in California, and you are hereby notified that such non-compete restriction is void with respect to you as an employee in California.
15.Electronic Delivery and Acceptance
The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan
through an on-line or electronic system established and maintained by the Corporation or a third-party designated by the Corporation.
16.On-Line Acceptance and Account Activation
This grant of the Restricted Stock Units is also subject to the condition that you accept your grant on-line within sixty days of the award date through the Schwab Equity Award Center® on the Web at https://eac.schwab.com and that you activate your stock plan account and complete all compliance matters related to account set-up (e.g., US form W8-BEN). By your acceptance of this grant on-line, you explicitly agree to all the terms and conditions of this Agreement and expressly acknowledge receipt of the Plan prospectus. If you do not accept your grant on-line and activate your stock plan account (including all compliance matters related to account set-up, as noted above) at least one day prior to the initial date the Restricted Stock Units are earned, the Restricted Stock Units that are expected to be earned on such date will be cancelled and you will have no further rights with respect to such Restricted Stock Units, unless the Corporation (in its sole discretion) elects to extend that date. The remaining Restricted Stock Units will continue to be earned as described in Section 1 above, provided that you accept your grant on-line and active your stock plan account as described above at least one day prior to the applicable dates that the remaining Restricted Stock Units will be earned. If you do not meet these deadlines, the remaining Restricted Stock Units will be cancelled.
17.No Advice Regarding Grant
The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
18.Subject to Clawback Policy
Notwithstanding anything in this Agreement to the contrary, the Restricted Stock Units evidenced by this Agreement may be subject to recoupment in accordance with or in order to comply with the terms and provisions of the Corporation’s clawback policies as may be in effect from time to time (including, but not limited to, the Rockwell Automation, Inc. Executive Compensation Recoupment Policy), to the extent such policies are applicable to you.
19.Imposition of Other Requirements
The Corporation reserves the right to impose other requirements on your participation in the Plan, and on the Restricted Stock Units, to the extent the Corporation determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
20.Severability
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
21.Waiver
You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by you or any other Participant.
A copy of the Plan and the Plan Prospectus are being delivered to you through the Schwab Equity Award Center® on the Web at https://eac.schwab.com. If you would like to receive a printed copy of the Plan Prospectus, call Rockwell Automation Stock Option Administration at +1-414-382-8401. In addition, general information about the Plan is available in the Long-Term Incentives Plan App on EPOCH.
ROCKWELL AUTOMATION, INC
By:
Rebecca W. House
Senior Vice President, Chief People and Legal Officer and Secretary
Exhibit 10.3*
ROCKWELL AUTOMATION, INC.
2026 LONG-TERM INCENTIVES PLAN
PERFORMANCE SHARE AGREEMENT FOR U.S. EMPLOYEES
<award date>
To: <first name> <last name>
In accordance with Section 4(f) of the 2026 Long-Term Incentives Plan (the “Plan”) of Rockwell Automation, Inc., <award amount> Performance Shares (as defined in the Plan) have been granted to you today upon the terms and conditions of this Performance Share Agreement for U.S. Employees (the “Agreement”), subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
1.Terms of Performance Shares.
(a) Subject to the provisions of this Section 1, you shall be eligible to receive shares of Stock or cash as determined in accordance with Section 1(f) of this Agreement in respect of the Performance Shares subject to this Agreement (the “Performance Share Payout”) if you shall continue as an Employee from the date hereof until the third anniversary of the award date (the “Performance Share Period”). Except as otherwise provided in Section 1(c)(ii) or 1(c)(iii) of this Agreement, payment of such shares of Stock or cash shall be paid in the calendar year in which the Performance Share Period ends.
(b) If (i) you shall die or your employment is terminated due to a Disability (as such term is defined in the Plan) that shall continue for a continuous period of at least six months during the period of your continuous service as an Employee and prior to the end of the Performance Share Period; or (ii) your employment by the Corporation (or a Subsidiary) terminates on or after the first anniversary of the date hereof and prior to the end of the Performance Share Period by reason of your retirement (defined as termination of employment with the Corporation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of the Corporation and except for any terminations for “cause” (as determined by the Corporation)); then you shall be eligible to receive at the time such Performance Shares would otherwise be payable pursuant to Section 1(a) of this Agreement a prorated portion of the Performance Share Payout in accordance with Section 1(f) of this Agreement equal to such Performance Share Payout, multiplied by the percentage of days in the Performance Share Period during which you were an Employee.
(c) To the extent permitted by Section 409A and except as is necessary to satisfy the requirements of Section 409A, the following provisions shall apply in the event of a Change of Control during the Performance Share Period:
(i) To the extent the achievement of the performance goals applicable to the Performance Shares as set out on Attachment 1 hereto remains capable of measurement after the Change of Control (as determined by the Committee and subject to such adjustments thereto as the Committee may in its discretion make to reflect the Change of Control), the vesting of the Performance Shares shall remain subject to such performance goals and other applicable terms of this Agreement following the Change of Control. To the extent the
Committee determines that the achievement of the performance goals is no longer capable of measurement following a Change of Control, the Performance Shares shall be eligible to vest at the “Target” level of performance set forth on Attachment 1, subject to your continued employment with the Corporation or a Subsidiary, or successor thereto, through the Performance Share Period, except as otherwise provided herein.
(ii) If during the period of your continuous service as an Employee and prior to the end of the Performance Share Period (A) a Change of Control occurs that qualifies as a “409A Change of Control Event” (as defined below), (B) all Performance Shares that are outstanding are either assumed or substituted with comparable awards with the same payment triggers by the successor corporation in such Change of Control or its parent corporation, and (C) within two years of such Change of Control your employment is terminated (1) by reason of death or Disability (as such term is defined in the Plan), (2) by you for a Change of Control Good Reason, or (3) by the Corporation (or a Subsidiary) other than for Cause, all performance goals applicable to the Performance Shares (and to any substituted awards) will be deemed achieved at levels in accordance with Section 1(f) of this Agreement and all other terms and conditions met; and you shall be entitled to receive promptly, and in any event within sixty days following your Separation from Service, the Performance Share Payout in accordance with Section 1(f) of this Agreement. For purposes of this Agreement, a “409A Change of Control Event” means a “Change of Control Event” as defined in Treasury Regulation Section 1.409A-3(i)(5)(i) and set forth in Treasury Regulation Section 1.409A-3(i)(5)(v)-(vii), applying the default rules and percentages set forth in such Treasury Regulation.
(iii) If during the period of your continuous service as an Employee and prior to the end of the Performance Share Period (A) a Change of Control occurs that qualifies as a "409A Change of Control Event" (as defined above) and (B) all Performance Shares that are outstanding are not either assumed or substituted with comparable awards with the same payment triggers by the successor corporation in such Change of Control or its parent corporation, all performance goals applicable to the Performance Shares (and to any substituted awards) will be deemed achieved at levels in accordance with Section 1(f) of this Agreement and all other terms and conditions met; and you shall be entitled to receive promptly and in any event within sixty days following such Change of Control the Performance Share Payout in accordance with Section 1(f) of this Agreement.
(d) If you cease to be an Employee prior to satisfaction of any of the conditions set forth in Section 1(a), 1(b) or 1(c) of this Agreement, regardless of the reason for such cessation and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any, you shall not be entitled to receive any Performance Share Payout in respect of the Performance Shares subject to this Agreement and shall have no further rights with respect to the Performance Shares subject to this Agreement. For purposes of the Performance Shares, the Corporation shall have the exclusive discretion to determine whether you have ceased to actively provide continuous service to the Corporation or one of its Subsidiaries for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence).
(e) For purposes of this Section 1, other than Sections 1(c)(ii) and 1(c)(iii), if you receive severance payments in connection with your separation from the Corporation (or a Subsidiary), you will be treated as not having terminated your employment with the Corporation (or a Subsidiary) until the last date on which you are entitled to receive severance payments from the Corporation (or a Subsidiary), at which time your employment by the Corporation (or a
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Subsidiary) will be deemed terminated. In no event shall this Section 1(e) accelerate, extend or otherwise change the payment date in respect of the Performance Shares pursuant to this Section 1.
(f) Subject to the provisions of this Section 1 (including, if Section 1(b) of this Agreement is applicable, the proration requirements thereof), promptly following the end of the Performance Share Period (or promptly following a 409A Change of Control Event or Separation from Service, as the case may be, in the event Section 1(c)(ii) or 1(c)(iii) of this Agreement is applicable), and in any event within the time periods set forth in Sections 1(a), 1(b), 1(c)(ii) and 1(c)(ii)(iii) of this Agreement, the number of shares of Stock (or the amount of cash) payable to you in respect of the Performance Shares subject to this Agreement shall be determined by multiplying (i) the number of Performance Shares subject to this Agreement by (ii) the applicable percentage determined by the Committee in accordance with Attachment 1 hereto based on the total shareowner return of Rockwell Automation Common Stock, assuming reinvestment of all dividends, for the period from October 1, 2025, to September 30, 2028; provided, however, that if Section 1(c)(ii) or 1(c)(iii) of this Agreement is applicable or if the Committee determines that the achievement of the performance goals is no longer capable of measurement following a Change of Control pursuant to Section 1(c)(i), the percentage under this Section 1(f)(ii) shall be deemed to be 100%. In determining such total shareowner return, the price of the Stock on each of the first and last dates of such three-year period will be determined by using the average of the daily closing prices per share of the Stock as reported on the New York Stock Exchange Composite Transactions Reporting System for the 20 trading days immediately preceding such date. Any payout in respect of Performance Shares subject to this Agreement may be in Stock, in cash or partly in Stock and partly in cash, as the Committee may determine. Any cash amounts payable pursuant to this Section 1(f) will be calculated based upon the Fair Market Value of the Stock on the trading day immediately preceding the payout date (or such other date as the Committee shall determine in its sole discretion).
2.Delivery of Shares or Cash.
As promptly as practicable after (i) shares of Stock or cash have been determined by the Committee to be payable in accordance with Section 1 of this Agreement in respect of the Performance Shares subject to this Agreement and (ii) the Corporation has collected or been paid all Tax-Related Items (as defined in Section 6 below) in respect of the Stock and/or cash payable in respect of such Performance Shares, and in accordance with the time periods set forth in Section 1 of this Agreement (or within such longer period as permitted under Section 409A in the event of your death), the Corporation shall deliver to you (or in the event of your death, to your estate or any person who acquires your interest in such Performance Shares by bequest or inheritance) such shares of Stock, cash or a combination thereof, as shall be determined by the Committee, in respect of such Performance Shares.
3.Forfeiture of Performance Shares.
Notwithstanding any other provision of this Agreement, if at any time it shall become impossible for you to receive any Performance Share Payout in respect of the Performance Shares subject to this Agreement, all such Performance Shares shall be forfeited, and you shall have no further rights of any kind or nature with respect thereto.
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4.Adjustments.
If there shall be any change in or affecting shares of Stock on account of any stock dividend or split, merger or consolidation, reorganization (whether or not Rockwell Automation, Inc. is a surviving corporation), recapitalization, reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or other property, there shall be made or taken such amendments to this Agreement or the Performance Shares subject to this Agreement as the Board of Directors may deem appropriate under the circumstances.
5.Transferability.
This grant is not transferable by you otherwise than by will or by the laws of descent and distribution, and the Stock and/or cash payable in respect of the Performance Shares subject to this Agreement shall be deliverable, during your lifetime, only to you.
6.Responsibility for Taxes
You acknowledge that, regardless of any action taken by the Corporation or, if different, the Subsidiary for which you provide continuous service (the “Employer”), the ultimate liability for all income tax, social insurance contributions, payroll tax, fringe benefits tax, payment on account, and other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Corporation or the Employer. You further acknowledge that the Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including, but not limited to, the grant, earning or settlement of the Performance Shares, the subsequent sale of Stock acquired pursuant to such settlement and the receipt of any dividends or other distributions paid on the Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Shares to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax-withholding event, as applicable, you agree to make arrangements satisfactory to the Corporation and/or the Employer to satisfy any withholding obligations the Corporation and/or the Employer may have for all Tax-Related Items. In this regard, you authorize the Corporation and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(a)withholding from wages or other cash compensation payable to you by the Corporation or the Employer, including from any cash payable as part of the Performance Share Payout;
(b)withholding from proceeds of the sale of any Stock to be issued as part of the Performance Share Payout either through a voluntary sale or through a mandatory sale arranged by the Corporation (on your behalf pursuant to this authorization without further consent); and
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(c)any other method acceptable to the Corporation and permitted under the Plan and applicable laws.
The Corporation and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Stock. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or the Employer.
You agree to pay to the Corporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to deliver the Stock or the proceeds of the sale of Stock if you fail to comply with your obligations for Tax-Related Items. The Corporation may cause a portion of the Performance Share Payout to occur prior to the time such Performance Shares would otherwise be payable as described in Section 1 above in order to satisfy any Tax-Related Items that arise prior to the date of delivery of the Performance Shares described in Section 2 above; provided that to the extent necessary to avoid a prohibited distribution under Section 409A, the number of Performance Shares so accelerated shall be with respect to a number of shares with a value that does not exceed the liability for the Tax-Related Items.
7.No Acquired Rights.
You acknowledge, agree and consent that: (a) the Plan is established voluntarily by the Corporation, it is discretionary in nature and the Corporation may amend, cancel or terminate the Plan at any time; (b) the grant of the Performance Shares subject to this Agreement is exceptional, voluntary and occasional and is a one-time benefit offered to you and does not create any contractual or other right for you to receive any grant of performance shares or benefits under the Plan in the future, even if performance shares have been granted in the past; (c) future grants, if any, shall be at the sole discretion of the Corporation, including, but not limited to, the timing of any grant, the number of shares and forfeiture provisions; and (d) your participation in the Plan is voluntary.
8.Applicable Law and Venue.
This Agreement and the Corporation’s obligation to deliver shares of Stock hereunder will be governed by and construed and enforced in accordance with the laws of Delaware and the Federal laws of the United States, without regard to any conflict of law provisions.
Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Performance Shares or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts and hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
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9.409A for U.S. Federal Taxpayers
To the extent that you are subject to U.S. federal taxation, the following provisions of this Section 9 will apply to your Award.
This Agreement is intended to be exempt from or otherwise to comply with Section 409A and, to the maximum extent permitted, this Agreement will be interpreted in accordance with such intention. Notwithstanding any other provision of this Agreement to the contrary, the Corporation makes no representation that the Plan or any amounts payable under this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to this Agreement. For purposes of this Agreement, any reference to “termination of employment”, “termination” or similar reference, shall be deemed to refer to “Separation from Service” within the meaning of Section 409A.
To the extent that any amount payable under this Agreement constitutes an amount payable or benefit to be provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, and such amount is payable as a result of a Separation from Service and you are a "specified employee" (as defined and determined under Section 409A and any relevant procedures that the Corporation may establish) at the time of your Separation from Service, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to you until the day after the date that is six (6) months following your Separation from Service, at which time all payments that otherwise would have been paid to you under this Agreement during that six-month period, but were not paid because of this paragraph, will be paid in a single lump sum. This six-month delay will cease to be applicable in the event of your death.
10.Beneficiary Designation
You explicitly agree that the beneficiary designated in your designated beneficiary plan, if any, in your Schwab One Brokerage account linked to your Equity Award Center account will apply to your Equity Award Center account, including without limitation the Performance Shares, if permitted by the Corporation and validly designated under applicable law, unless you submit to Charles Schwab a written revocation of the designated beneficiary with respect to your Equity Award Center account.
11.Entire Agreement.
This Agreement and the Plan embody the entire agreement and understanding between the Corporation and you with respect to the Performance Shares subject to this Agreement, and there are no representations, promises, covenants, agreements or understandings with respect to such Performance Shares other than those expressly set forth in this Agreement and the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall govern, except with respect to terms required to achieve compliance with Section 409A.
12.Compliance with Law
Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Stock, the Corporation shall not be required to deliver any shares issuable upon settlement of the Performance Shares prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or
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under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Corporation shall, in its absolute discretion, deem necessary or advisable. You understand that the Corporation is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, you agree that the Corporation shall have unilateral authority to amend the Plan and this Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Stock.
13.Electronic Delivery and Acceptance
The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third-party designated by the Corporation.
14.On-Line Acceptance
This grant of the Performance Shares is also subject to the condition that you accept your grant on-line through the Schwab Equity Award Center® on the Web at https://eac.schwab.com. By your acceptance of this grant on-line, you explicitly agree to all the terms and conditions of this Agreement and expressly acknowledge receipt of the Plan prospectus. If you do not accept your grant on-line within sixty days of the award date, your Performance Shares will be cancelled and you will have no further rights with respect to the Performance Shares, unless the Corporation (in its sole discretion) elects to extend that date.
15.No Advice Regarding Grant
The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
16.Subject to Clawback Policy
Notwithstanding anything in this Agreement to the contrary, the Performance Shares evidenced by this Agreement may be subject to recoupment in accordance with or in order to comply with the terms and provisions of the Corporation’s clawback policies as may be in effect from time to time (including, but not limited to, the Rockwell Automation, Inc. Executive Compensation Recoupment Policy), to the extent such policies are applicable to you.
17.Imposition of Other Requirements
The Corporation reserves the right to impose other requirements on your participation in the Plan, and on the Performance Shares, to the extent the Corporation determines it is
7
necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
18.Waiver
You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by you or any other Participant.
A copy of the Plan and the Plan Prospectus are being delivered to you through the Schwab Equity Award Center® on the Web at https://eac.schwab.com. If you would like to receive a printed copy of the Plan Prospectus, call Rockwell Automation Stock Plan Administration at +1-414-382-8401. In addition, general information about the Plan is available in the Long-Term Incentives Plan App on EPOCH.
ROCKWELL AUTOMATION, INC. By:
Rebecca W. House
Rebecca W. House
Senior Vice President,
Chief People and Legal Officer and Secretary
Chief People and Legal Officer and Secretary
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Attachment 1
Matrix
| Threshold | Target | Maximum | |||||||||
| Rockwell Total Shareowner Return Performance Relative to companies in the S&P 500 Selected GICS groups (Capital Goods, Software and Services, and Technology Hardware and Equipment) determined as of the beginning of the performance period | 25th Percentile | 50th Percentile | 75th Percentile | ||||||||
| Applicable Payout Percentage | 50% | 100% | 200% | ||||||||
•If Total Shareholder Return is negative, performance share awards will be capped at 100%
•Results will be interpolated for performance between the 25th, 50th and 75th percentiles
Exhibit 10.4*
ROCKWELL AUTOMATION
2026 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT FOR U.S. EMPLOYEES
<Award Date>
To: <first_name> <last_name>
We are pleased to notify you that you have been granted the following stock options (the “Options”) under the Rockwell Automation, Inc. 2026 Long-Term Incentives Plan (the “Plan”):
| Date of Grant | Type of Grant | Number of Shares | Award Price | ||||||||
| <award date> | <award type> | <award amount> | <award price> | ||||||||
The Options are granted under and may be exercised only upon the terms and conditions of this Stock Option Agreement for U.S. Employees, including the Stock Option Terms and Conditions attached hereto (collectively, the “Stock Option Agreement”), subject in all respects to the provisions of the Plan, as it may be amended. Capitalized terms used in this Stock Option Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan. Other terms and conditions are substantially the same as any options previously granted.
In partial consideration for the grant of the Options to you, you undertake and agree by your acceptance of this Stock Option Agreement that
(a) during your employment with the Corporation (as such term is defined below) and for two years after the date of your retirement or other termination of such employment, you shall not (i) directly or indirectly, except with the approval of the Corporation, engage or otherwise participate in any business that is competitive with any significant line of business of the Corporation (otherwise than through ownership of not more than 5% of the voting securities of any such competitive business); or (ii) solicit or induce, or cause any other person or entity to solicit, any employee of the Corporation to leave his or her employment with the Corporation to accept employment or other engagement with any other person or entity; and
(b) in the event that you breach this undertaking, in addition to any and all other remedies the Corporation may have, (i) Rockwell Automation shall have the right to determine by written notice to you that any of the Options then outstanding shall immediately lapse and cease to be exercisable; and (ii) you agree to pay the Corporation upon written demand the amount of the excess of the Fair Market Value (as defined in the Plan) of any shares of Stock (as defined in the Plan) you acquired upon exercise of any of the Options (other than Options exercised more than two years before the date of your retirement or other termination of employment) over the award price for such Stock.
If a Change of Control (as defined in the Plan) shall occur, however, the foregoing provisions (a) and (b) shall immediately terminate as of, and shall not limit your activities after, the date of such Change of Control.
This stock option grant is subject to the condition that you accept your grant on-line through the Schwab Equity Award Center at https://eac.schwab.com. If you do not accept your grant within sixty days of the award date, the Options will be cancelled, unless Rockwell Automation, in its sole discretion, elects in writing to extend that date.
A copy of the Plan and Plan prospectus are being delivered to you through the Schwab Equity Award Center® on the Web at https://eac.schwab.com. By your acceptance of this stock option grant, you expressly acknowledge receipt of the Plan prospectus. If you would prefer to receive a printed copy of the Plan prospectus, call Rockwell Automation Stock Option Administration at +1-414-382-8401. In addition, general information about the Plan is available in the Long-Term Incentives Plan App on EPOCH.
Please carefully read all the grant documents and retain them for future reference.
| ROCKWELL AUTOMATION, INC. | |||||
By: | |||||
| Rebecca W. House | |||||
| Senior Vice President, | |||||
| Chief People and Legal Officer and Secretary | |||||
ROCKWELL AUTOMATION, INC.
2026 LONG-TERM INCENTIVES PLAN
STOCK OPTION TERMS AND CONDITIONS
1.Definitions
As used in these Stock Option Terms and Conditions, the following words and phrases shall have the respective meanings ascribed to them below unless the context in which any of them is used clearly indicates a contrary meaning:
(a)Change of Control: Change of Control shall have the same meaning as such term has in the Plan.
(b)Charles Schwab: Charles Schwab & Co., Inc., the stock option administrator whom Rockwell Automation has engaged to administer and process all Option exercises.
(c)Corporation: Rockwell Automation, its Subsidiaries (as such term is defined in the Plan) and any successor thereto.
(d)Customer Service Center: Charles Schwab's Customer Service Center that is used to facilitate Option transactions. Contact Charles Schwab at +1 (800) 654-2593.
(e)Exercise Request and Attestation Form: Such form as may be accepted by Charles Schwab in connection with the use of already-owned shares to pay all or part of the award price for the Option Stock to be purchased on exercise of any of the Options.
(f)Options: The stock option or stock options listed in the first paragraph of the Stock Option Agreement for U.S. Employees to which these Stock Option Terms and Conditions are attached and which together with these Stock Option Terms and Conditions constitute the Stock Option Agreement.
(g)Option Stock: The Stock issuable or transferable on exercise of the Options.
(h)Plan: Rockwell Automation’s 2026 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time.
(i)Rockwell Automation: Rockwell Automation, Inc., a Delaware corporation, and any successor thereto.
(j)Schwab Equity Award Center®: Charles Schwab’s stock option management website that you can use to access your stock option account and to facilitate stock option transactions securely on the Web at https://eac.schwab.com.
(k)Stock: Stock shall have the same meaning as such term has in the Plan.
(l)Stock Option Agreement: These Stock Option Terms and Conditions together with the Stock Option Agreement to which they are attached.
2.When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a whole number of shares) and at one time or from time to time, as to one-third (rounded to the nearest whole number) of the Option Stock during the period beginning on the first anniversary of the award date and ending on the tenth anniversary of the award date, as to an additional one-third (rounded to the nearest whole number) of the Option Stock during the period beginning on the second anniversary of the award date and ending on the tenth anniversary of the award date, and as to the balance of the Option Stock during the period beginning on the third anniversary of the award date and ending on the tenth anniversary of the award date, and only during those periods, provided that:
(a)if you die or your employment is terminated due to a Disability (as such term is defined in the Plan), you or your estate, or any person who acquires the Options by bequest or inheritance, may exercise all the Options not yet exercised within (and only within) the period beginning on your date of death or termination due to a Disability (even if your death or termination due to a Disability occurs before you have become entitled to exercise all or any part of the Options) and ending the earlier of three years after death or Disability or the tenth anniversary of the award date; and
(b)if your employment by the Corporation terminates other than by death or Disability, then:
(i) if your retirement or other termination date is before the first anniversary of the award date, the Options will terminate on your retirement or other termination and may not be exercised at any time;
(ii) if your employment by the Corporation is terminated for “cause” (as reasonably determined by the Corporation applying the definition in this Stock Option Agreement), the Options will immediately terminate upon your termination and may not be exercised at any time;
(iii) if your employment by the Corporation terminates on or after the first anniversary of the award date by reason of your retirement, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; and
(iv) if your employment by the Corporation terminates on or after the first anniversary of the award date for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date.
For purposes of this Section 2, “cause” means any of the following: (i) your commission of an act of theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any documents or records of the Corporation; (ii) your material failure to comply with the Corporation’s code of conduct or other policies; (iii) your breach of any obligation under any agreement between you and the Corporation; (iv) your unauthorized use, misappropriation, destruction or diversion of any asset of the Corporation; (v) any intentional act that is injurious to the Corporation’s reputation, financial condition or business, or which otherwise is injurious to employees, clients, or suppliers of the Corporation; (vi) your repeated failure or inability to perform the duties and/or responsibilities of your position; or (vii) your conviction of, or plea of no contest to, any felony or criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs your ability to perform your duties with the Corporation, as determined by the Corporation.
For purposes of this Section 2, retirement means termination of employment with the Corporation after attaining age 65 and five (5) years of service or age 55 and ten (10) years of service, except as otherwise determined by the Committee or the Chief Executive Officer of the Corporation.
For purposes of this Section 2, if you receive severance payments in connection with your separation from the Corporation, you will be treated as not having terminated your employment with the Corporation until the last date on which you are entitled to receive severance payments from the Corporation, at which time your employment by the Corporation will be deemed terminated.
In no event will the provisions of the foregoing subparagraphs (a) and (b) extend to a date after the tenth anniversary of the award date the period during which the Options may be exercised.
Notwithstanding any other provision of this Stock Option Agreement, (x) if (A) a Change of Control occurs, (B) all Options that are outstanding are assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation and (C) within two years of such Change of Control your employment is terminated (1) by reason of death or Disability, (2) by you for a Change of Control Good Reason (as defined in the Plan) or (3) by the Corporation other than for Cause (as defined in the Plan) or (y) if (A) a Change of Control occurs and (B) all Options that are outstanding are not assumed or substituted with comparable awards by the successor corporation in such Change of Control or its parent corporation, all Options then outstanding (and, in the case of clause (x), any substituted awards of options) will immediately become vested and fully exercisable, whether or not then otherwise exercisable in accordance with their terms.
3.Exercise Procedure
(a)To exercise all or any part of the Options, you (or after your death, your estate or any person who has acquired the Options by bequest or inheritance) must contact the stock option administrator, Charles Schwab, by using the Customer Service Center or Schwab Equity Award Center® as follows:
(i)contact the Customer Service Center by calling +1 (800) 654-2593, Monday through Friday 24 hours per day, or exercise via the Web through the Schwab Equity Award Center® at https://eac.schwab.com;
(ii)confirm the Option transaction through the Customer Service Center or Schwab Equity Award Center®;
(iii)at any time you may speak to a Customer Service Representative for assistance by calling +1 (800) 654-2593;
(iv)full payment of the award price for the Option Stock to be purchased on exercise of the Options may be made:
•by check (wire) to your Charles Schwab account; or
•in already-owned Stock; or
•in a combination of check (wire) to your Charles Schwab account and Stock; or
•by authorizing Charles Schwab or a third party approved by Rockwell Automation to sell the Option Stock (or a sufficient portion of the Option Stock) acquired upon exercise of the Options; and
(v)in the case of an exercise of the Options by any person other than you seeking to exercise the Options, such documents as Charles Schwab or the Secretary of Rockwell Automation shall require to establish to their satisfaction that the person seeking to exercise the Options is entitled to do so.
(b)An exercise of the whole or any part of the Options shall be effective:
(i) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the award price for the Option Stock entirely by check (wire), upon (A) completion of your transaction by using the Customer Service Center or Schwab Equity Award Center® and full payment of the award price and withholding taxes (if applicable) to Charles Schwab within two (2) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein; and
(ii) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the award price of the Option Stock in Stock or in a combination of Stock and check, upon (A) completion of your transaction by using the Customer Service Center or Schwab Equity Award Center® and full payment of the award price (as described in Section 3(d) herein) and withholding taxes (if applicable) to Charles Schwab within two (2) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein.
(c)If you choose (or after your death, the person entitled to exercise the Options chooses) to pay the award price for the Option Stock to be purchased on exercise of any of the Options entirely by check, payment must be made by:
1.delivering to Charles Schwab a check (wire) in the full amount of the award price for such Option Stock; or
2.arranging with a stockbroker, bank or other financial institution to deliver to Charles Schwab full payment, by check or (if prior arrangements are made with Charles Schwab) by wire transfer, of the award price of such Option Stock.
In either event, in accordance with Section 3(e) herein, full payment of the award price for the Option Stock purchased must be made within two (2) business days after the exercise has been completed through the Customer Service Center or Schwab Equity Award Center®.
(d)
(i) If you choose (or after your death, the person entitled to exercise the Options chooses) to use already-owned Stock to pay all or part of the award price for the Option Stock to be purchased on exercise of any of the Options, you (or after your death, the person entitled to exercise the Options) must deliver to Charles Schwab an Exercise Request and Attestation Form and cash representing one share, per grant exercised, to settle the rounding of the exercise costs. To perform such a stock swap transaction or a partial swap transaction, the Exercise Request and Attestation Form must be submitted via fax +1 (866) 713-8381 by 4 PM ET on the date of exercise. Any questions concerning a stock swap transaction should be referred to +1 (877) 804-3529 (Stock Option Administration Group Hotline). The Exercise Request and Attestation Form must attest to your ownership of Stock representing:
•at least the number of shares of Stock whose value, based on their Fair Market Value (as defined in the Plan) on the day you have exercised your Options through the Customer Service Center or Schwab Equity Award Center®, equals the award price for the Option Stock; or
•any lesser number of shares of Stock you desire (or after your death, the person entitled to exercise the Options desires) to use to pay the award price for such Option Stock and a check in the amount of such award price less the value of the Stock to which you are attesting, based on the Fair Market Value on the day you have exercised your Options through the Customer Service Center or Schwab Equity Award Center®.
(ii) If you choose (or after your death, the person entitled to exercise the Options chooses) to use Option Stock acquired upon exercise of the Options to pay all or part of the award price for the remaining Option Stock to be purchased on exercise of any of the Options, you (or after your death, the person entitled to exercise the Options) must contact the Customer Service Center at +1 (800) 654-2593.
(iii) Charles Schwab will advise you (or any other person who, being entitled to do so, exercises the Options) of the exact number of shares of Stock, valued in accordance with Section 4(a)(ii) of the Plan at their Fair Market Value on the date of exercise, and any funds required to pay in full the award price for the Option Stock purchased. In accordance with Section 3(e) herein, you (or such other person) must pay, by check, in Stock or in a combination of check and Stock, any balance required to pay in full the award price of the Option Stock purchased within two (2) business days after the exercise has been completed through the Customer Service Center.
(iv) Notwithstanding any other provision of this Stock Option Agreement, the Secretary of Rockwell Automation may limit the number, frequency or volume of successive exercises of any of the Options in which payment is made, in whole or in part, by delivery of Stock pursuant to this subparagraph (d) to prevent unreasonable pyramiding of such exercises.
(e)An exercise completed through the Customer Service Center or Schwab Equity Award Center®, whether or not full payment of the award price for the Option Stock is received by Charles Schwab, shall constitute a binding contractual obligation by you (or the other person entitled to exercise the Options) to proceed with and conclude that exercise of the Options (but only so long as you continue, or the other person entitled to exercise the Options continues, to be entitled to exercise the Options on that date). By your acceptance of this Stock Option Agreement, you agree (for yourself and on behalf of any other person who becomes entitled to exercise the Options) to deliver or cause to be delivered to Charles Schwab in full the award price for the Option Stock, that payment being by check, wire transfer, in Stock or in a combination of check and Stock, on or before the second business day after the date on which you complete the exercise through the Customer Service Center or Schwab Equity Award Center®. If such payment is not made, you (for yourself and on behalf of any other person who becomes entitled to exercise the Options) authorize the Corporation, in its discretion, to set off against salary payments or other amounts due or which may become due to you (or the other person entitled to exercise the Options) any balance of the award price for such Option Stock remaining unpaid thereafter.
(f)An Exercise Confirmation representing the number of shares of Option Stock purchased will be issued the second business day (i) after Charles Schwab has received full payment therefor or (ii) at Rockwell Automation’s or Charles Schwab’s election in their sole discretion, after Rockwell Automation or Charles Schwab has received (x) full payment of the award price of such Option Stock and (y) any reimbursement in respect of withholding taxes due pursuant to Section 5 herein.
4.Transferability
Participant other than Senior Vice President Officer as of the award date: The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options.
Senior Vice President Officer as of the award date: The Options are not transferable by you otherwise than (i) by will or by the laws of descent and distribution, or (ii) in the case of Options not granted as incentive stock options, by gift (A) to any member of your immediate family or (B) to a limited liability corporation or partnership or trust for the benefit of one or more members of your immediate family or (C) to a family charitable trust established by you or a member of your immediate family; provided, however, that no transfer pursuant to this clause (ii) shall be effective unless you have notified Rockwell Automation’s Office of the Secretary (Attention: Stock Option Administration) in writing specifying the Option or Options to be transferred, the date of the gift and the name, address and social security or other taxpayer identification number of the transferee. During your lifetime, only you are entitled to exercise the Options unless you have transferred any Option in accordance with this paragraph to a member of your immediate family or to a limited liability corporation or partnership or trust for the benefit of one or more members of your immediate family or to a family charitable trust established by you or a member of your immediate family, in which case only that transferee (or the legal representative of the estate or the heirs or legatees of that transferee) shall be entitled to exercise that Option. For purposes of this paragraph, your “immediate family” shall mean your spouse and natural, adopted or step-children and grandchildren.
5.Responsibility for Taxes
You acknowledge that, regardless of any action taken by Rockwell Automation or, if different, the Subsidiary for which you provide continuous service (the “Employer”), the ultimate liability for all income tax, social insurance contributions, payroll tax, fringe benefits tax, payment on account, and other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by Rockwell Automation or the Employer. You further acknowledge that Rockwell Automation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, earning or exercise of the Options, the subsequent sale of Stock acquired pursuant to such exercise and the receipt of any dividends or other distributions paid on the Option Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that Rockwell Automation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax-withholding event, as applicable, you agree to make arrangements satisfactory to Rockwell Automation and/or the Employer to satisfy any withholding obligations Rockwell Automation and/or the Employer may have for all Tax-Related Items. In this regard, you authorize Rockwell Automation and/or the Employer, or their respective agents including Charles Schwab, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from wages or other cash compensation payable to you by Rockwell Automation or the Employer;
(b) withholding from proceeds of the sale of Option Stock to be issued upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by Rockwell Automation (on your behalf pursuant to this authorization without further consent);
(c) deducting such Tax-Related Items from any payment to be made or shares of Option Stock to be delivered by Rockwell Automation or Charles Schwab under the Plan;
(d) requiring you (or any other person entitled to exercise the Options) to pay to Rockwell Automation or Charles Schwab an amount sufficient to provide for any such Tax-Related Items; or
(e) any other method acceptable to Rockwell Automation and permitted under the Plan and applicable laws.
Notwithstanding the foregoing, if you are subject to Section 16 of the Exchange Act, any withholding of Option Stock to satisfy applicable Tax-Related Items shall be approved in advance by the Committee or the Board. Rockwell Automation and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Option Stock.
By your acceptance of this Stock Option Agreement, you agree (for yourself and on behalf of any other person who becomes entitled to exercise the Options) that if Rockwell Automation or Charles Schwab elects to require you (or such other person) to remit an amount sufficient to pay such withholding obligations for Tax-Related Items pursuant to Section 5(d) above, you (or such other person) must remit that amount within two (2) business days after the completion of the Option exercise. If such payment is not made, Rockwell Automation, in its discretion, shall have the same right of set-off with respect to payment of the Tax-Related Items in connection with the exercise of the Option as provided under Section 3(e) herein with respect to payment of the award price.
You agree to pay to Rockwell Automation or the Employer any amount of Tax-Related Items that Rockwell Automation or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. Rockwell Automation may refuse to deliver the Option Stock or the proceeds of the sale of Stock if you fail to comply with your obligations for Tax-Related Items.
6.Headings
The section headings contained in these Stock Option Terms and Conditions are solely for the purpose of reference, are not part of the agreement of the parties and shall in no way affect the meaning or interpretation of this Stock Option Agreement.
7.References
All references in these Stock Option Terms and Conditions to Sections, paragraphs, subparagraphs or clauses shall be deemed to be references to Sections, paragraphs,
subparagraphs and clauses of these Stock Option Terms and Conditions unless otherwise specifically provided.
8.Entire Agreement
This Stock Option Agreement and the Plan embody the entire agreement and understanding between Rockwell Automation and you with respect to the Options, and there are no representations, promises, covenants, agreements or understandings with respect to the Options other than those expressly set forth in this Stock Option Agreement and the Plan.
9.Applicable Laws and Regulations
This Stock Option Agreement and Rockwell Automation’s obligation to issue Option Stock hereunder are subject to applicable laws and regulations, as well as Rockwell Automation’s insider trading policies.
10.Beneficiary Designation
You explicitly agree that the beneficiary designated in your designated beneficiary plan, if any, for your Schwab One Brokerage account linked to your Equity Award Center account will apply to your Equity Award Center account. This includes, without limitation, the Options and any equity awards outstanding as of the date hereof, unless you submit to Charles Schwab a written revocation of the designated beneficiary with respect to your Equity Award Center account.
11.Applicable Law and Venue
This Stock Option Agreement and Rockwell Automation’s obligation to deliver Option Stock hereunder will be governed by and construed and enforced in accordance with the laws of Delaware and the Federal laws of the United States, without regard to any conflict of law provisions.
Any and all disputes relating to, concerning or arising from this Stock Option Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Options or this Stock Option Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts and hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
12.Electronic Delivery and Acceptance
Rockwell Automation may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to
receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Rockwell Automation or a third-party designated by Rockwell Automation.
13.No Advice Regarding Grant
The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the Plan, or your acquisition or sale of the shares of Stock underlying the Option. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
14.Subject to Clawback Policy
Notwithstanding anything in this Stock Option Agreement to the contrary, the Option evidenced by this Stock Option Agreement may be subject to recoupment in accordance with or in order to comply with the terms and provisions of the Corporation’s clawback policies as may be in effect from time to time (including, but not limited to, the Rockwell Automation, Inc. Executive Compensation Recoupment Policy), to the extent such policies are applicable to you.
15.Imposition of Other Requirements
Rockwell Automation reserves the right to impose other requirements on your participation in the Plan, and on the Option, to the extent Rockwell Automation determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
16.Severability
The provisions of this Stock Option Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
17.Waiver
You acknowledge that a waiver by the Corporation of breach of any provision of this Stock Option Agreement shall not operate or be construed as a waiver of any other provision of this Stock Option Agreement or of any subsequent breach by you or any other Participant.
Exhibit 10.5*
ROCKWELL AUTOMATION, INC.
RESTRICTED STOCK UNIT AGREEMENT
<award date>
To: <first name> <last name>
In accordance with Section 4(i) of the Rockwell Automation, Inc. 2026 Long-Term Incentives Plan (the Plan), and your deferral election dated <date of deferral>, the Corporation has transferred to you <number of units> restricted stock units in lieu of the <fee in USD> of fees payable to you on <payable date> for your service on the Board for the period from <board service period>. The number of restricted stock units was calculated in accordance with the Plan by valuing the units at the closing price of the Corporation’s common stock on the NYSE on <payable date>.
Additional restricted stock units will be granted to you pursuant to the Plan and your deferral election as follows:
(i)On <payable date(s)>, in lieu of 100% of the Board fees otherwise payable to you on those respective dates for your service on the Board, the number of restricted stock units whose value (based on the closing price of the Corporation’s common stock on the NYSE on those respective dates) equals 100% of the fees then otherwise payable to you.
(ii)The number of restricted stock units equal to the number of shares representing the portion, if any, of the annual retainer that may be paid in shares of common stock during calendar year <year> as determined by the Board.
In this Restricted Stock Unit Agreement, the restricted stock units granted today and to be granted on the respective future dates set forth above are collectively called Restricted Stock Units.
The Restricted Stock Units are being granted to you upon the following terms and conditions:
1.Receipt of Shares Underlying Restricted Stock Units
(a) Each Restricted Stock Unit will entitle you to receive one share of common stock of the Corporation:
(i) on the day on which (A) you retire from the Board under the Board's retirement policy or (B) you resign from the Board or cease to be a director of the Corporation by reason of the antitrust laws, compliance with the Corporation's conflict of interest policies, death, disability or other circumstances the Board determines not to be adverse to the best interests of the Corporation, provided that such retirement, resignation or ceasing to be a director constitutes a "separation from service" within the meaning of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder (Section 409A), provided further that if such retirement, resignation or ceasing to be a director does not constitute such a "separation from service", you shall be entitled to receive such shares upon such a "separation from service", or
(ii) as promptly as practicable after, but in any event within the calendar year in which, a Change of Control (as defined in Article III, Section 13(I)(1) of the Corporation's By-Laws) shall occur while you are a director of the Corporation that meets the requirements of a "Change of Control Event" (as defined under Treasury Regulation Section 1.409A-3(i)(5)(v)-(vii), applying the default rules and percentages set forth in such regulation under Section 409A).
(b) If you resign from the Board or cease to be a director of the Corporation for any reason other than as set forth in paragraph 1(a)(i), you will forfeit and have no right to receive any of the shares of common stock of the Corporation underlying the Restricted Stock Units and will have no further rights to the Restricted Stock Units or any of the shares of common stock underlying the Restricted Stock Units.
2.Dividend Equivalents and Other Rights
From the date of grant of the Restricted Stock Units until delivery of the shares of common stock of the Corporation underlying the Restricted Stock Units in accordance with the terms of this Restricted Stock Unit Agreement or the earlier forfeiture of your rights in respect of the Restricted Stock Units in accordance with paragraph 1(b), you will be entitled to receive dividend equivalents in respect of each Restricted Stock Unit in an amount equal to the amount or value of any cash or other dividends or distributions payable on an equivalent number of shares of common stock of the Corporation at the times such dividends or distributions are payable in respect of shares of common stock of the Corporation. You will have no ownership interest in any shares underlying the Restricted Stock Units until and unless payment with respect to the Restricted Stock Units is actually made in shares of common stock in accordance with paragraph 1(a).
3.Delivery of Shares Underlying Restricted Stock Units
As promptly as practicable after you have earned the shares of common stock of the Corporation underlying the Restricted Stock Units in accordance with paragraph 1, the Corporation will deliver to you (or in the event of your death, to your estate or any person who acquires your interest in the Restricted Stock Units by bequest or inheritance) such shares.
4.Forfeiture of Shares Underlying Restricted Stock Units
Notwithstanding any other provision of this Restricted Stock Unit Agreement, if at any time it becomes impossible for you to receive any of the shares of common stock of the Corporation underlying Restricted Stock Units in accordance with this Restricted Stock Unit Agreement, all the Restricted Stock Units will be forfeited, and you will have no further rights of any kind or nature with respect thereto.
5.Transferability
The Restricted Stock Units are not transferable by you otherwise than by will or by the laws of descent and distribution and are deliverable, during your lifetime, only to you.
6.Withholding
The Corporation has the right, in connection with the delivery of the shares of common stock of the Corporation underlying the Restricted Stock Units and any dividend equivalents in accordance with this Restricted Stock Unit Agreement, (a) to deduct from any payment otherwise due by the Corporation to you or any other person receiving delivery of the shares of common stock of the Corporation or any dividend equivalents an amount equal to any taxes required to be withheld by law with respect to such delivery, (b) to require you or any other person receiving such delivery to pay to it an amount sufficient to provide for any such taxes so required to be withheld, or (c) to sell such number of the shares of common stock of the Corporation underlying the Restricted Stock Units as may be necessary so that the net proceeds of such sale will be an amount sufficient to provide for any such taxes so required to be withheld.
7.Applicable Law
This Restricted Stock Unit Agreement and the Corporation’s obligation to deliver shares of common stock of the Corporation and any dividend equivalents hereunder will be governed by and construed and enforced in accordance with the laws of Delaware and the Federal law of the United States.
ROCKWELL AUTOMATION, INC.
By:
Rebecca W. House
Senior Vice President, Chief People and Legal
Officer and Secretary
Dated:
Agreed to on this ___ day of <date>.
By:
<first name> <last name>
Exhibit 15
May 5, 2026
The Board of Directors and Shareowners of
Rockwell Automation, Inc.
1201 South Second Street
Milwaukee, Wisconsin 53204
We are aware that our report dated May 5, 2026, on our review of the interim financial information of Rockwell Automation, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, is incorporated by reference in Registration Statement Nos. 333-101780, 333-149581, 333-150019, 333-157203, 333-165727, 333-180557, 333-184400, 333-205022, 333-209706, 333-234642, 333-236277, and 333-293518 on Form S-8.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
Exhibit 31.1
CERTIFICATION
I, Blake D. Moret, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rockwell Automation, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 5, 2026
/s/ BLAKE D. MORET | ||
| Blake D. Moret President and Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATION
I, Christian E. Rothe, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rockwell Automation, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 5, 2026
/s/ CHRISTIAN E. ROTHE | ||
| Christian E. Rothe Senior Vice President and Chief Financial Officer | ||
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
I, Blake D. Moret, President and Chief Executive Officer of Rockwell Automation, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 5, 2026
/s/ BLAKE D. MORET | ||
| Blake D. Moret President and Chief Executive Officer | ||
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
I, Christian E. Rothe, Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 5, 2026
/s/ CHRISTIAN E. ROTHE | ||
| Christian E. Rothe Senior Vice President and Chief Financial Officer | ||