ROP 8-K
Roper Technologies Inc (ROP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
August 10, 2026 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On August 6, 2026, Roper Technologies, Inc. (the “Company”), in its capacity as plan administrator, provided notice to participants and beneficiaries under Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 regarding an anticipated blackout period (“Blackout Period”) under the Roper Technologies, Inc. Employees’ Retirement Savings 003 Plan and the Roper Technologies, Inc. Employees’ Retirement Savings 004 Plan (collectively, the “401(k) Plans”). The Blackout Period is necessary in connection with the transition of recordkeeping services for the 401(k) Plans from Vanguard to Fidelity Investments, effective October 2, 2026.
During the Blackout Period, participants and beneficiaries will be temporarily unable to change investment elections, transfer assets among investment funds, obtain loans or distributions, or conduct certain other transactions, including transactions involving the Company’s common stock held through the 401(k) Plans.
The Blackout Period is expected to begin at 4:00 p.m. Eastern Time on September 25, 2026, and end during the week of October 18, 2026.
On August 7, 2026, the Company provided notice of the Blackout Period to its directors and executive officers pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended. The notice informed the Company’s directors and executive officers that, during the Blackout Period and subject to certain exceptions, they will be prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any equity security of the Company acquired in connection with their service or employment as a director or executive officer.
A copy of the notice is filed as Exhibit 99.1 and incorporated herein by reference. During the Blackout Period and for a period of two years following its end, shareholders and other interested persons may obtain, without charge, information regarding the actual beginning and ending dates of the Blackout Period by contacting the 401(k) Plan Administrator, Roper Technologies, Inc., 6496 University Parkway, Sarasota, Florida 34240, or by telephone at (941) 556-2601.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Notice to Directors and Executive Officers dated August 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 hereunto duly authorized.
| ROPER TECHNOLOGIES, INC. (Registrant) | ||||||
| Date: August 10, 2026 | By: | /s/ John K. Stipancich | ||||
| John K. Stipancich | ||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||
Exhibit 99.1
Notice of Blackout Period
Under the Roper Technologies, Inc. Employees’ Retirement Savings Plans
| To: | All Directors and Executive Officers of Roper Technologies, Inc. | |
| From: | Courtney Albury | |
| Date: | August 6, 2026 | |
| Subject: | Notice of Blackout Trading Restriction Period | |
This notice is being provided pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation Blackout Trading Restriction (“Regulation BTR”) under the Securities Exchange Act of 1934, as amended.
Securities Subject to the BTR Blackout Period
During the blackout trading restriction period described below (the “BTR Blackout Period”), you will be prohibited, subject to certain exceptions, from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any equity security of Roper Technologies, Inc. (the “Company”) that you acquired in connection with your service or employment as a director or executive officer of the Company.
The securities subject to this restriction include the Company’s common stock, par value $0.01 per share, and any derivative security relating to the Company’s common stock.
The BTR Blackout Period is in addition to any quarterly or event-specific blackout period applicable under the Company’s Securities Transaction Compliance Program.
Reason for BTR Blackout Period
Recordkeeping services under the Roper Technologies, Inc. Employees’ Retirement Savings 003 Plan and the Roper Technologies, Inc. Employees’ Retirement Savings 004 Plan (collectively, the “Plans”) will transition from Vanguard to Fidelity Investments, effective October 2, 2026.
The BTR Blackout Period is necessary to permit the administrative transfer of participant accounts under the Plans, including accounts invested in Company common stock, to the new recordkeeping platform.
During the corresponding blackout period under the Plans, participants and beneficiaries will be temporarily unable to:
| 1. | purchase, sell or otherwise acquire or transfer assets into or out of any investment alternative, including Company common stock; |
| 2. | change existing investment elections or contribution rates; |
| 3. | receive distributions or withdrawals; |
| 4. | obtain loans; |
| 5. | make rollover contributions; or |
| 6. | make loan repayments by check. |
Participants and beneficiaries under the Plans have received a separate notice regarding the blackout period applicable to their accounts under the Plans. The period during which Plan participants and beneficiaries will be unable to conduct the transactions described above is expected to correspond to the BTR Blackout Period described below.
Length of the BTR Blackout Period
The BTR Blackout Period is expected to begin at 4:00 p.m. Eastern Time on September 25, 2026 and end during the week of October 18, 2026.
If the expected beginning or ending date of the BTR Blackout Period changes, the Company will provide you with notice of the revised dates as soon as reasonably practicable.
Exceptions and Required Preclearance
Certain transactions may be exempt from the prohibition imposed by Regulation BTR. You should not engage in any transaction involving Company securities during the BTR Blackout Period without first obtaining preclearance from the Company’s Legal Department.
Additional Information
You may obtain, without charge, the actual beginning and ending dates of the BTR Blackout Period, both during the BTR Blackout Period and for a period of two years after it ends, and obtain answers to other questions regarding the BTR Blackout Period by contacting:
Courtney Albury
401(k) Plan Administrator
Roper Technologies, Inc.
6496 University Parkway
Sarasota, Florida 34240
Telephone: (941) 556-2601