Roper Technologies Inc 10-Q for FY2025 Q3
Roper Technologies Inc (ROP)
10-Q
2025-10-31
For: 2025-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Roper Technologies Inc filed this 10-Q on October 31, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.02B
- up 14.3% from $1.76B a year earlier
- Net income
- $398.5M
- up 8.3% from net income of $367.9M a year earlier
- Diluted EPS
- $3.68
- up 8.2% from $3.40 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
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: 1-12273
(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) | ||||||||||
(941 ) 556-2601
(Registrant’s telephone number, including area code)
(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(s) | 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
The number of shares outstanding of the registrant’s common stock as of October 24, 2025 was 107,637,430 .
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ROPER TECHNOLOGIES, INC.
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
| Page | ||||||||
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Roper Technologies, Inc.
Condensed Consolidated Statements of Earnings (unaudited)
(in millions, except per share data)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Equity investments (gain) loss, net | ( | ( | ( | ||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
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Roper Technologies, Inc.
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(in millions)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
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Roper Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(in millions)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Income taxes receivable | |||||||||||
| Unbilled receivables | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred taxes | |||||||||||
| Equity investment | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Deferred revenue | |||||||||||
| Other accrued liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Deferred taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 11) | |||||||||||
| Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Treasury stock | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
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Roper Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in millions)
| Nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to cash flows from operating activities: | |||||||||||
| Depreciation and amortization of property, plant and equipment | |||||||||||
| Amortization of intangible assets | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Non-cash stock compensation | |||||||||||
| Equity investments (gain) loss, net | ( | ||||||||||
| Income tax provision | |||||||||||
| Changes in operating assets and liabilities, net of acquired businesses: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Unbilled receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Other accrued liabilities | ( | ( | |||||||||
| Deferred revenue | |||||||||||
| Cash taxes paid for gain on disposal of equity investment | ( | ||||||||||
| Cash income taxes paid, excluding tax associated with gain on disposal of equity investment | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Cash provided by operating activities | |||||||||||
| Cash flows from (used in) investing activities: | |||||||||||
| Acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
| Capitalized software expenditures | ( | ( | |||||||||
| Distributions from equity investment | |||||||||||
| Other | ( | ||||||||||
| Cash used in investing activities | ( | ( | |||||||||
| Cash flows from (used in) financing activities: | |||||||||||
| Proceeds from senior notes | |||||||||||
| Payments of senior notes | ( | ( | |||||||||
| Borrowings under revolving line of credit, net | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Cash dividends to stockholders | ( | ( | |||||||||
| Proceeds from stock-based compensation, net | |||||||||||
| Treasury stock sales | |||||||||||
| Other, net | ( | ( | |||||||||
| Cash provided by financing activities | |||||||||||
| Effect of exchange rate changes on cash | |||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Equity consideration for business acquisition | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
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Roper Technologies, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
(in millions, except per share data)
| Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders’ equity | ||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||
| Treasury stock sold | — | — | — | ||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock activity | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||
| Treasury stock sold | — | — | — | ||||||||||||||||||||||||||||||||
| Equity consideration for business acquisition | — | — | — | ||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock activity | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||
| Treasury stock sold | — | — | — | ||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock activity | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||
| Treasury stock sold | — | — | — | ||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock activity | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
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Roper Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
(Dollar and share amounts are in millions, except per share data)
1. Basis of Presentation
The accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 and 2024 are unaudited. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, comprehensive income, and cash flows of Roper Technologies, Inc. and its subsidiaries (“Roper,” the “Company,” “we,” “our,” or “us”) for all periods presented. The December 31, 2024 financial position data included herein was derived from the audited consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K (“Annual Report”) filed on February 24, 2025 with the U.S. Securities and Exchange Commission (“SEC”) but does not include all annual disclosures required by U.S. generally accepted accounting principles (“GAAP”).
Roper’s management has made estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these Condensed Consolidated Financial Statements in conformity with GAAP. Actual results could differ from those estimates.
The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited Condensed Consolidated Financial Statements in conjunction with Roper’s audited Consolidated Financial Statements and the notes thereto included in its Annual Report. Certain prior period amounts have been reclassified to conform to current period presentation.
2. Recent Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) establishes changes to accounting principles under GAAP in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. Any recent ASUs not listed below were assessed and either determined to be not applicable or are expected to have an immaterial impact on the Company’s Consolidated Financial Statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (ASU 2023-09), which expands income tax disclosure requirements, including disaggregation of rate reconciliation table categories, disaggregation of earnings before income taxes and income tax expense information, and disaggregation of income taxes paid information, among other changes. This guidance is effective for annual periods beginning after December 15, 2024. The impact of adopting this ASU will include expanded disclosures for income taxes paid and effective tax rate in the Company’s annual Notes to Consolidated Financial Statements.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (ASU 2024-03), which requires the disclosure of additional information about specific categories of costs and expenses in the notes to consolidated financial statements. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU will likely result in additional disclosures. We are currently evaluating the provisions of this ASU.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (ASU 2025-06), which updates the threshold for cost capitalization of internal-use software development costs by removing all references to project development stages and adding considerations for evaluating the probable-to-complete recognition threshold. This guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the provisions of this ASU.
3. Weighted Average Shares Outstanding
Basic earnings per share was calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share was calculated using net earnings and the weighted average number of shares of common stock and potential common stock outstanding during the respective period. Potentially dilutive common stock consisted of stock options and restricted stock awards based upon the average trading price of Roper’s common stock. The effects of potential common stock were determined using the treasury stock method.
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Weighted average shares outstanding are presented below:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic shares outstanding | |||||||||||||||||||||||
| Effect of potential common stock: | |||||||||||||||||||||||
| Common stock awards | |||||||||||||||||||||||
| Diluted shares outstanding | |||||||||||||||||||||||
For the three and nine months ended September 30, 2025, there were 0.823 and 0.810 stock-based awards outstanding, respectively, that were not included in the determination of diluted earnings per share because to do so would have been antidilutive, as compared to 0.408 and 0.412 stock-based awards outstanding that would have been antidilutive in the respective comparable periods of 2024.
4. Business Acquisitions
On April 23, 2025, Roper acquired CentralReach Holdings, LLC (“CentralReach”) for a purchase price of $1,850 , net of cash acquired and certain liabilities assumed. The purchase price contemplates a net present value tax benefit of approximately $200 which is expected to be utilized over the subsequent 15 years. CentralReach is a leading provider of cloud-based software and artificial intelligence-enabled solutions enabling the workflow and administration of applied behavior analysis (ABA) therapy for autism spectrum disorder (ASD) and related disabilities care. The transaction was funded using borrowings under Roper’s unsecured revolving credit facility. The results of CentralReach are reported in the Application Software reportable segment.
The Company recorded $1,049.0 in goodwill, $48.0 assigned to trade names that are not subject to amortization, and $842.0 of other identifiable intangibles in connection with the CentralReach acquisition. The amortizable intangible assets include customer relationships of $776.0 (19 year useful life) and technology of $66.0 (6 year useful life). Including measurement period adjustment, net assets acquired also include approximately $84 of net deferred tax liabilities, primarily attributable to acquired intangible assets, partially offset by federal tax attributes. Approximately $590 of goodwill is expected to be deductible for income tax purposes.
On July 25, 2025, Roper acquired Subsplash TopCo, LLC (“Subsplash”) for a purchase price of $800.0 , net of cash acquired and certain liabilities assumed. Subsplash is a leading provider of artificial intelligence-enabled, cloud-based software providing digital engagement, church management, and integrated giving solutions for faith-based organizations. The results of Subsplash are reported in the Network Software reportable segment.
The Company recorded $513.9 in goodwill, $26.0 assigned to trade names that are not subject to amortization, and $365.1 of other identifiable intangibles in connection with the Subsplash acquisition. The amortizable intangible assets include customer relationships of $328.1 (17 year useful life) and technology of $37.0 (6 year useful life). Net assets acquired also include approximately $91 of net deferred tax liabilities, primarily attributable to acquired intangible assets, partially offset by federal tax attributes.
During the nine months ended September 30, 2025, Roper also completed the following bolt-on acquisitions listed below for purchase prices totaling $648.5 , net of cash acquired and certain liabilities assumed.
On February 19, 2025, Roper acquired substantially all of the assets of Muni-Link for a purchase price of $118.0 , which contemplates a net present value tax benefit of approximately $20 . Muni-Link is a leading provider of cloud-based utility management, billing, and customer communication software solutions for municipalities and other local governments. This acquisition has been integrated into our Neptune business and its results are reported in the Technology Enabled Products reportable segment.
On May 15, 2025, Roper acquired Outgo Inc. (“Outgo”) for a purchase price of $39.4 , net of cash acquired and certain liabilities assumed. The purchase price includes $7.3 of equity consideration in the form of common shares transferred from Roper’s treasury stock, measured at fair value. Outgo is a provider of cloud-based freight payment software and artificial intelligence-enabled factoring solutions that automate invoicing, underwriting, payments, and collections for commercial
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trucking. This acquisition has been integrated into our DAT business and its results are reported in the Network Software reportable segment.
On July 28, 2025, Roper acquired Brickyard Topco, Inc. (“Orchard Software”) for a purchase price of $174.0 , net of cash acquired and certain liabilities assumed. Orchard Software is a provider of laboratory information management systems for hospitals, reference labs, physician groups, and public health entities. This acquisition has been integrated into our Clinisys business and its results are reported in the Application Software reportable segment.
On July 30, 2025, Roper acquired Flexport Freight Tech LLC (“Convoy”) for a purchase price of $250.0 , net of cash acquired. The purchase price contemplates a net present value tax benefit of approximately $41 which is expected to be utilized over the subsequent 15 years. Convoy is a leading provider of automated load management and digital freight-matching technology, matching trusted brokers and carriers for commercial trucking. This acquisition has been integrated into our DAT business and its results are reported in the Network Software reportable segment.
On August 8, 2025, Roper acquired the legal technology assets of Zero Cognitive Systems, Inc. (HerculesAI), a provider of artificial intelligence-enabled solutions, automating billing compliance, email filing, and timekeeping workflows for law firms. This acquisition has been integrated into our Aderant business and its results are reported in the Application Software reportable segment.
On August 15, 2025, Roper acquired Spectrum AI, Inc., a provider of care access solutions and artificial intelligence-enabled software, enabling data capture, automating documentation, and providing analytics for ABA therapy clinicians. This acquisition has been integrated into our CentralReach business and its results are reported in the Application Software reportable segment.
The Company recorded $448.0 in goodwill, $8.4 assigned to trade names that are not subject to amortization, and $206.3 of other identifiable intangibles in connection with these bolt-on acquisitions. The amortizable intangible assets include customer relationships of $121.9 (16.7 year weighted average useful life) and technology of $84.4 (7.5 year weighted average useful life). Approximately $273 of goodwill is expected to be deductible for income tax purposes.
The results of operations of the acquired businesses are included in Roper’s Condensed Consolidated Financial Statements from the date of each acquisition. Pro forma results of operations and the revenues and net earnings subsequent to each acquisition date have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to our financial results.
5. Stock-Based Compensation
The Roper Technologies, Inc. 2021 Incentive Plan is a stock-based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock and restricted stock units (collectively “restricted stock awards”), stock appreciation rights, or equivalent instruments to Roper’s employees, officers, directors, and consultants.
Information regarding the Company’s stock-based compensation expense, included as a component of “Selling, general and administrative expenses” (“SG&A expenses”), is provided in the following table:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Tax benefit recognized in net earnings | $ | $ | $ | $ | |||||||||||||||||||
The Company accounts for forfeitures of stock-based awards as they occur, with previously recognized compensation reversed in the period in which the awards are forfeited.
Stock Options – During the nine months ended September 30, 2025, 0.285 options were granted with a weighted-average fair value of $180.74 per option. During the comparable period in 2024, 0.283 options were granted with a weighted-average fair value of $173.30 per option. All options were granted with an exercise price equal to the closing price of Roper’s common stock on the date of grant, as required by the Company’s stock-based compensation plan.
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Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option valuation model. Historical data is used to estimate the expected price volatility, the expected dividend yield, and the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected life of the option.
The following weighted average assumptions were used to estimate the fair value of options granted during the current and prior year periods using the Black-Scholes option valuation model:
| Nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Risk-free interest rate (%) | |||||||||||
| Expected option life (years) | |||||||||||
| Expected volatility (%) | |||||||||||
| Expected dividend yield (%) | |||||||||||
Cash received from option exercises for the nine months ended September 30, 2025 and 2024 was $97.5 and $104.0 , respectively.
Restricted Stock Awards – During the nine months ended September 30, 2025, the Company granted 0.436 shares of restricted stock awards with a weighted-average grant date fair value of $594.78 per share. During the comparable period in 2024, the Company granted 0.396 shares of restricted stock awards with a weighted-average grant date fair value of $554.52 per share. These awards were granted at the fair market value of the shares on the date of grant.
Restricted stock awards include 0.074 and 0.072 performance-based restricted stock awards granted to certain members of the Roper senior leadership team during the nine months ended September 30, 2025 and 2024, respectively, with a weighted-average grant date fair value of $663.42 and $563.03 per share, respectively. Such awards include the ability to earn up to 200 % of the number of restricted stock awards originally granted contingent upon Roper’s performance over a three-year period, subject to a market modifier based on the Company’s ranking of total shareholder return relative to the other companies within the Standard & Poor’s 500 Stock Index.
During the nine months ended September 30, 2025, 0.106 restricted stock award shares vested with a weighted-average grant date fair value of $479.96 per share and a weighted-average vest date fair value of $576.58 per share. During the comparable period in 2024, 0.122 restricted stock award shares vested with a weighted-average grant date fair value of $433.13 per share and a weighted-average vest date fair value of $555.61 per share.
Employee Stock Purchase Plan – Roper’s employee stock purchase plan (“ESPP”) allows employees in the U.S. and Canada to designate up to 10 % of eligible earnings to purchase Roper’s common stock at a 10 % discount on the lower of the closing price on the first and last day of each quarterly offering period. Common stock sold to employees pursuant to the ESPP may be either treasury stock, stock purchased on the open market, or newly issued shares.
During the nine months ended September 30, 2025 and 2024, participants of the ESPP purchased 0.037 and 0.029 shares, respectively, of Roper’s common stock for total consideration of $17.4 and $14.5 , respectively. All of these shares were purchased from Roper’s treasury shares.
6. Inventories
The components of inventories were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished products | |||||||||||
| Inventory reserves | ( | ( | |||||||||
| Inventories, net | $ | $ | |||||||||
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7. Goodwill and Other Intangible Assets
The carrying value of goodwill by segment was as follows:
| Application Software | Network Software | Technology Enabled Products | Total | ||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Goodwill acquired | |||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||
| Currency translation adjustments | |||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
Other relates to purchase accounting adjustments for completed acquisitions.
Other intangible assets were comprised of:
| Cost | Accumulated amortization | Net book value | |||||||||||||||
| Assets subject to amortization: | |||||||||||||||||
| Customer related intangibles | $ | $ | ( | $ | |||||||||||||
| Unpatented technology | ( | ||||||||||||||||
| Patents and other protective rights | ( | ||||||||||||||||
| Assets not subject to amortization: | |||||||||||||||||
| Trade names | — | ||||||||||||||||
| Balances at December 31, 2024 | $ | $ | ( | $ | |||||||||||||
| Assets subject to amortization: | |||||||||||||||||
| Customer related intangibles | $ | $ | ( | $ | |||||||||||||
| Unpatented technology | ( | ||||||||||||||||
| Patents and other protective rights | ( | ||||||||||||||||
| Assets not subject to amortization: | |||||||||||||||||
| Trade names | — | ||||||||||||||||
| Balances at September 30, 2025 | $ | $ | ( | $ | |||||||||||||
Amortization expense of other intangible assets was $209.6 and $188.7 during the three months ended September 30, 2025 and 2024, respectively, and $607.1 and $552.0 during the nine months ended September 30, 2025 and 2024, respectively.
An evaluation of the carrying value of goodwill and other indefinite-lived intangibles is required to be performed on an annual basis, and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. There have been no events or changes in circumstances which indicate an interim impairment review is required in 2025. The Company will perform the annual analysis during the fourth quarter of 2025.
8. Income Taxes
On July 4, 2025, the U.S. government enacted H.R. 1, the One Big Beautiful Bill Act (the “OBBBA”), which introduced tax reform provisions that amend, eliminate, or extend certain tax rules under the Inflation Reduction Act and the Tax Cuts and Jobs Act. Legislative changes, including the repeal of the requirement to capitalize and amortize domestic research and development (“R&D”) expenditures, provided the Company with a cash tax benefit as well as an increase to the effective tax rate of approximately 3.1 % in the third quarter of 2025. The Company will continue to assess the broader impacts of the OBBBA as further information becomes available.
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9. Long-Term Debt
On August 12, 2025, the Company completed a public offering of $500.0 aggregate principal amount of 4.250 % senior unsecured notes due September 15, 2028 (the “2028 Notes”), $500.0 aggregate principal amount of 4.450 % senior unsecured notes due September 15, 2030 (the “2030 Notes”), and $1,000.0 aggregate principal amount of 5.100 % senior unsecured notes due September 15, 2035 (the “2035 Notes” and, collectively with the 2028 Notes and the 2030 Notes, the “Notes”). The net proceeds from the issuance of the Notes were used to repay a portion of the borrowings outstanding under our unsecured credit facility associated with our 2025 acquisitions, as well as to repay a portion of the senior notes due in 2025.
Each series of Notes bears interest at a fixed rate. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2026.
Roper may redeem some or all of the Notes at any time or from time to time, at 100 % of their principal amount, plus a make-whole premium based on a spread to U.S. Treasury securities. Roper is also entitled to redeem some or all of the Notes at 100 % of their principal amount plus accrued and unpaid interest, on or after applicable par call dates in advance of maturity.
The Notes are unsecured senior obligations of the Company and rank equally in right of payment with all of Roper’s existing and future unsecured senior indebtedness. The Notes are effectively subordinated in right of payment to any of our future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are not guaranteed by any of Roper’s subsidiaries and are effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of Roper’s subsidiaries.
On September 15, 2025, $700.0 of 1.000 % senior notes due 2025 were repaid at maturity using borrowings under our unsecured revolving credit facility and a portion of the net proceeds from the issuance of the Notes.
10. Fair Value
Financial assets and liabilities are valued using market prices on active markets (Level 1), less active markets (Level 2), and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Debt – As of September 30, 2025 and December 31, 2024, the total estimated fair value of Roper’s fixed-rate senior notes was $8,568.4 and $7,005.2 , respectively. The fair values of the senior notes are based on the trading prices of each series of notes, which the Company has determined to be Level 2 in the FASB fair value hierarchy.
At September 30, 2025 and December 31, 2024, there were $710.0 and $125.0 of borrowings outstanding under our unsecured revolving credit facility, respectively. The carrying value of these borrowings approximates their estimated fair value.
Indicor Investment – As of September 30, 2025 and December 31, 2024, the Company held a 44.2 % and 45.5 % equity interest in Indicor Equity, LLC (“Indicor”), respectively. We elected to apply the fair value option as we believe this is the most reasonable method to value this equity investment. The fair value of Roper’s equity investment in Indicor is estimated on a quarterly basis and the change in fair value is reported as a component of “Equity investments (gain) loss, net” in our Condensed Consolidated Statements of Earnings.
Although we believe our assumptions are considered reasonable and are consistent with the plans and estimates included in our Annual Report, there is significant judgment applied to determine fair value. Changes in estimates or the application of alternative assumptions could produce significantly different results. Our valuation methodology utilizes the market multiple approach consisting of comparable guideline public companies revenue and earnings multiples to estimate the fair value of this equity investment. The fair value of the investment reflects management’s estimate of assumptions that market participants would use in pricing the equity interest, which the Company has determined to be Level 3 in the FASB fair value hierarchy.
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The following table provides a reconciliation of the fair value for our equity investment in Indicor measured using Level 3 inputs:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Change in fair value | ( | ||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
During the three months ended September 30, 2025, the Company did no t receive a dividend distribution from Indicor. During the three months ended September 30, 2024, the Company received a $1.1 dividend distribution from Indicor. The Company received $5.1 and $9.5 of dividend distributions from Indicor during the nine months ended September 30, 2025 and 2024, respectively, which are reported within “Equity investments (gain) loss, net” in our Condensed Consolidated Statements of Earnings. These dividend distributions were intended to offset certain cash taxes payable associated with Roper’s ownership stake and were contemplated in the determination of the fair value for the equity investment in Indicor.
11. Contingencies
Roper, in the ordinary course of business, is party to various pending or threatened legal actions, including product liability, intellectual property, antitrust, data privacy, and employment practices that, in general, are of a nature consistent with those over the past several years. After analyzing the Company’s contingent liabilities on a gross basis and, based upon past experience with resolution of such legal claims and the availability and limits of the primary, excess, and umbrella liability insurance coverages with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on Roper’s consolidated financial position, results of operations, or cash flows. However, no assurances can be given in this regard.
Roper’s subsidiary, PowerPlan, Inc. (“PowerPlan”), was a defendant in an action that was pending in the U.S. District Court for the Northern District of Georgia (Lucasys Inc. v. PowerPlan, Inc., Case 1:20-cv-02987-AT) in which the plaintiff, a firm started by former PowerPlan employees, alleged PowerPlan had engaged in, among other things, anticompetitive practices in violation of federal antitrust law which impacted the plaintiff’s ability to commercialize its software and services offerings. In January 2025, PowerPlan and the plaintiff agreed to settle the matter and such was fully concluded and cash settled in January 2025 for $24.0 on a pretax basis ($17.7 after taxes).
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12. Reportable Segments
The following table presents selected financial information by reportable segment:
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Application Software | Network Software | Technology Enabled Products | Segments Total | Application Software | Network Software | Technology Enabled Products | Segments Total | |||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||||||||||||||
| SG&A expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating profit* | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and other amortization | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Capitalized software expenditures | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Application Software | Network Software | Technology Enabled Products | Segments Total | Application Software | Network Software | Technology Enabled Products | Segments Total | |||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||||||||||||||
| SG&A expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating profit* | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and other amortization | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Capitalized software expenditures | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
* Segment operating profit is before unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. These expenses were $78.3 and $70.3 for the three months ended September 30, 2025 and 2024, respectively, and $229.3 and $194.5 for the nine months ended September 30, 2025 and 2024, respectively, and are included within consolidated SG&A expenses to arrive at “Income from operations” in our Condensed Consolidated Statements of Earnings. Items below “Income from operations” are not allocated to reportable segments.
The following table presents selected asset information by reportable segment:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Total assets: | |||||||||||
| Application Software | $ | $ | |||||||||
| Network Software | |||||||||||
| Technology Enabled Products | |||||||||||
| Segments Total | $ | $ | |||||||||
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13. Revenues from Contracts
Disaggregated Revenue – We disaggregate our revenues by reportable segment into four categories: (i) recurring revenue comprised of Software-as-a-Service (“SaaS”), annual term licenses, and software maintenance; (ii) reoccurring revenue comprised of transactional and volume-based fees facilitated through our software; (iii) non-recurring revenue comprised of multi-year term and perpetual software licenses, professional services associated with software products and hardware sold with our software licenses; and (iv) product revenue. See details in the table below:
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue stream | Application Software | Network Software | Technology Enabled Products | Total | Application Software | Network Software | Technology Enabled Products | Total | ||||||||||||||||||||||||||||||||||||||||||
| Software related | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Recurring | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Reoccurring | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-recurring | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Software Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Product Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue stream | Application Software | Network Software | Technology Enabled Products | Total | Application Software | Network Software | Technology Enabled Products | Total | ||||||||||||||||||||||||||||||||||||||||||
| Software related | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Recurring | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Reoccurring | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-recurring | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Software Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Product Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Remaining Performance Obligations – Remaining performance obligations represent the transaction price of firm orders for which work has not been performed, excluding unexercised contract options. As of September 30, 2025, total remaining performance obligations were $4,812.3 . We expect to recognize revenues of $3,174.0 , or approximately 66 % of our remaining performance obligations over the next 12 months (“Backlog”), with the remainder of the revenue to be recognized thereafter.
Contract balances
| Balance sheet account | September 30, 2025 | December 31, 2024 | Change | ||||||||||||||
| Unbilled receivables | $ | $ | $ | ||||||||||||||
Deferred revenue – current | ( | ( | ( | ||||||||||||||
Deferred revenue – non-current (1) | ( | ( | ( | ||||||||||||||
| Net contract assets/(liabilities) | $ | ( | $ | ( | $ | ( | |||||||||||
(1) The non-current portion of deferred revenue is included in “Other liabilities” in our Condensed Consolidated Balance Sheets.
The change in our net contract assets/(liabilities) from December 31, 2024 to September 30, 2025 was primarily due to the timing of payments and invoicing related to SaaS and post-contract support (“PCS”) renewals, driven predominantly by the SaaS renewal cycle of our Frontline business which primarily occurs in the third quarter.
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The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance relating primarily to SaaS and PCS renewals. Revenue recognized that was included in the deferred revenue balance on December 31, 2024 and 2023 was $270.2 and $253.7 for the three months ended September 30, 2025 and 2024, respectively, and $1,576.2 and $1,411.8 for the nine months ended September 30, 2025 and 2024, respectively. In order to determine revenues recognized in the period from contract liabilities, we allocate revenue to the individual deferred revenue balance outstanding at the beginning of the year until the revenue exceeds that balance.
The current and non-current portions of deferred commissions are included in “Prepaid expenses and other current assets” and “Other assets,” respectively, in our Condensed Consolidated Balance Sheets. At September 30, 2025 and December 31, 2024, we had $101.8 and $90.5 of total deferred commissions, respectively.
14. Subsequent Events
In October 2025, the Company’s board of directors approved a share repurchase program for the repurchase of up to $3,000.0 of the Company’s common stock. Shares of common stock may be repurchased from time to time through open market purchases or privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. The repurchase program does not have a fixed expiration date, does not obligate the Company to acquire any specific number of shares, and may be suspended at any time at the Company’s discretion. The timing, manner, price, and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”) as filed on February 24, 2025 with the U.S. Securities and Exchange Commission (“SEC”) and the Notes to Condensed Consolidated Financial Statements included elsewhere in this report.
Information About Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors, or others. All statements that are not historical facts are “forward-looking statements.” Forward-looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes,” “intends,” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in any forward-looking statement.
Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our operating plans, our expectations regarding our ability to generate cash and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future growth, and our expectations regarding growth through acquisitions. Important assumptions relating to the forward-looking statements include, among others, demand for our products, the cost, timing, and success of product upgrades and new product introductions, raw materials costs, expected pricing levels, expected outcomes of pending litigation, competitive conditions, and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:
•general economic conditions;
•difficulty making acquisitions, including receiving the necessary regulatory approvals (including clearance under the Hart-Scott-Rodino Act in the U.S. and similar antitrust regulations in foreign countries), and successfully integrating acquired businesses;
•any unforeseen liabilities associated with future acquisitions;
•information technology system failures, data security breaches, network disruptions, and cybersecurity events, including any litigation arising therefrom;
•failure to comply with new data privacy laws and regulations, including any litigation arising therefrom;
•risks and costs associated with our international sales and operations;
•volatile interest rates;
•limitations on our business imposed by our indebtedness;
•product liability, litigation, and insurance risks;
•future competition;
•reduction of business with large customers;
•risks associated with government contracts;
•changes in the supply of, or price for, labor, energy, raw materials, parts, and components, including as a result of inflation or potential supply chain constraints;
•potential write-offs of our goodwill and other intangible assets;
•our ability to successfully develop new products;
•failure to protect our intellectual property;
•unfavorable changes in foreign exchange rates;
•risks related to changing U.S. and foreign trade policies, including increased trade restrictions or tariffs (including repeal of the United States-Mexico-Canada Agreement);
•increased warranty exposure;
•environmental compliance costs and liabilities;
•the effect of, or change in, government regulations (including tax);
•risks associated with the use of artificial intelligence;
•the duration and impact of the U.S. government shutdown;
•economic disruption caused by armed conflicts (such as the war in Ukraine and the conflicts in the Middle East), terrorist attacks, health crises, or other unforeseen geopolitical events; and
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•the factors discussed in other reports we file with the SEC from time to time.
You should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of these statements in light of new information or future events.
Overview
Roper is a diversified technology company. Roper has a proven, long-term, successful track record of compounding cash flow and increasing shareholder value. We operate market leading businesses that design and develop vertical software and technology enabled products for a variety of defensible niche markets.
We pursue consistent and sustainable growth in revenue, earnings, and cash flow by enabling continuous improvement in the operating performance of our businesses and by acquiring other businesses that offer high value-added software, services, technology-enabled products, and solutions that we believe are capable of realizing growth while maintaining high margins.
Critical Accounting Policies
There were no material changes during the nine months ended September 30, 2025 to the items that we disclosed as our critical accounting policies and estimates in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.
Recently Issued Accounting Standards
Information regarding new accounting pronouncements is included in Note 2 of the Notes to Condensed Consolidated Financial Statements.
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Results of Operations
All currency amounts are in millions, percentages are of net revenues
Percentages may not sum due to rounding.
The following table sets forth selected information for the periods indicated:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Application Software | $ | 1,161.0 | $ | 984.4 | $ | 3,324.1 | $ | 2,811.4 | |||||||||||||||
| Network Software | 413.4 | 367.1 | 1,174.7 | 1,102.1 | |||||||||||||||||||
| Technology Enabled Products | 443.1 | 413.1 | 1,345.1 | 1,248.6 | |||||||||||||||||||
| Total | $ | 2,017.5 | $ | 1,764.6 | $ | 5,843.9 | $ | 5,162.1 | |||||||||||||||
| Gross margin: | |||||||||||||||||||||||
| Application Software | 69.0 | % | 68.3 | % | 68.4 | % | 69.0 | % | |||||||||||||||
| Network Software | 83.9 | % | 84.9 | % | 83.7 | % | 84.9 | % | |||||||||||||||
| Technology Enabled Products | 57.6 | % | 57.4 | % | 58.3 | % | 57.7 | % | |||||||||||||||
| Total | 69.5 | % | 69.2 | % | 69.2 | % | 69.7 | % | |||||||||||||||
| Selling, general and administrative expenses: | |||||||||||||||||||||||
| Application Software | (41.2) | % | (42.0) | % | (41.5) | % | (42.3) | % | |||||||||||||||
| Network Software | (40.8) | % | (39.7) | % | (39.9) | % | (40.3) | % | |||||||||||||||
| Technology Enabled Products | (23.7) | % | (23.2) | % | (23.5) | % | (23.7) | % | |||||||||||||||
| Total | (37.3) | % | (37.1) | % | (37.1) | % | (37.4) | % | |||||||||||||||
| Segment operating margin: | |||||||||||||||||||||||
| Application Software | 27.8 | % | 26.4 | % | 26.9 | % | 26.7 | % | |||||||||||||||
| Network Software | 43.1 | % | 45.2 | % | 43.8 | % | 44.7 | % | |||||||||||||||
| Technology Enabled Products | 33.9 | % | 34.2 | % | 34.8 | % | 34.0 | % | |||||||||||||||
| Total | 32.3 | % | 32.1 | % | 32.1 | % | 32.3 | % | |||||||||||||||
Corporate administrative expenses * | (3.9) | % | (4.0) | % | (3.9) | % | (3.8) | % | |||||||||||||||
| Income from operations | 28.4 | 28.1 | 28.2 | 28.5 | |||||||||||||||||||
| Interest expense, net | (4.4) | (3.8) | (4.0) | (3.6) | |||||||||||||||||||
| Equity investments gain (loss), net | 0.6 | 2.1 | (0.3) | 1.8 | |||||||||||||||||||
| Other income (expense), net | 0.1 | 0.1 | — | — | |||||||||||||||||||
| Earnings before income taxes | 24.7 | 26.5 | 24.0 | 26.7 | |||||||||||||||||||
| Income taxes | (4.9) | (5.6) | (5.0) | (5.6) | |||||||||||||||||||
| Net earnings | 19.8 | % | 20.8 | % | 19.0 | % | 21.1 | % | |||||||||||||||
* Includes unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation.
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Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024
Net revenues for the three months ended September 30, 2025 were $2,017.5 as compared to $1,764.6 for the three months ended September 30, 2024, an increase of 14.3%. The components of revenue growth for the three months ended September 30, 2025 were as follows:
| Application Software | Network Software | Technology Enabled Products | Roper | ||||||||||||||||||||||||||
| Total Revenue Growth | 17.9 | % | 12.6 | % | 7.3 | % | 14.3 | % | |||||||||||||||||||||
| Less Impact of: | |||||||||||||||||||||||||||||
| Acquisitions | 11.6 | 6.5 | 1.0 | 8.0 | |||||||||||||||||||||||||
| Foreign Exchange | 0.4 | 0.1 | 0.2 | 0.3 | |||||||||||||||||||||||||
| Organic Revenue Growth | 5.9 | % | 6.0 | % | 6.1 | % | 6.0 | % | |||||||||||||||||||||
In our Application Software segment, net revenues in the third quarter of 2025 grew 17.9% to $1,161.0 as compared to $984.4 in the third quarter of 2024, led by acquisition contribution from Transact and CentralReach. The growth of 5.9% in organic revenues was broad-based across the segment, led by our businesses serving the acute healthcare, property and casualty insurance, and legal markets. Gross margin increased to 69.0% in the third quarter of 2025 as compared to 68.3% in the third quarter of 2024 due primarily to improved leverage on higher organic revenues, partially offset by a lower gross margin profile associated with the higher payments revenue mix at Transact. SG&A expenses as a percentage of net revenues improved to 41.2% in the third quarter of 2025 as compared to 42.0% in the third quarter of 2024 due primarily to cost synergies resulting from the integration of Transact with CBORD and operating leverage on higher organic revenues, partially offset by higher amortization of acquired intangibles from the acquisition of CentralReach. As a result, operating margin was 27.8% in the third quarter of 2025 as compared to 26.4% in the third quarter of 2024.
In our Network Software segment, net revenues in the third quarter of 2025 grew 12.6% to $413.4 as compared to $367.1 in the third quarter of 2024, led by acquisition contribution from Subsplash. The growth of 6.0% in organic revenues was led by our network software businesses serving the alternate site healthcare, construction, and freight match markets, partially offset by a decline in our media and entertainment software business primarily related to end-market conditions. Gross margin decreased to 83.9% in the third quarter of 2025 as compared to 84.9% in the third quarter of 2024 due primarily to a lower gross margin profile associated with the higher payments revenue mix at Subsplash as well as revenue mix. SG&A expenses as a percentage of net revenues increased to 40.8% in the third quarter of 2025 as compared to 39.7% in the third quarter of 2024 due primarily to SG&A profiles associated with our third quarter 2025 acquisitions, Subsplash and Convoy, including higher amortization of acquired intangibles. As a result, operating margin was 43.1% in the third quarter of 2025 as compared to 45.2% in the third quarter of 2024.
In our Technology Enabled Products segment, net revenues in the third quarter of 2025 grew 7.3% to $443.1 as compared to $413.1 in the third quarter of 2024. The growth of 6.1% in organic revenues was broad-based across the segment, led by our medical products businesses, highlighted by our precision measurement business, and growth in our access management businesses. Gross margin increased to 57.6% in the third quarter of 2025 as compared to 57.4% in the third quarter of 2024 due primarily to revenue mix as well as improved leverage on higher organic revenues at our precision measurement business. SG&A expenses as a percentage of net revenues increased to 23.7% in the third quarter of 2025 as compared to 23.2% in the third quarter of 2024 due primarily to revenue mix. The resulting operating margin was 33.9% in the third quarter of 2025 as compared to 34.2% in the third quarter of 2024.
Corporate expenses increased to $78.3, or 3.9% of net revenues, in the third quarter of 2025 as compared to $70.3, or 4.0% of net revenues, in the third quarter of 2024. The dollar increase was due primarily to higher stock-based compensation expense.
Interest expense, net, increased to $89.7 for the third quarter of 2025 as compared to $67.7 for the third quarter of 2024 due primarily to a higher weighted-average fixed-rate debt balance and interest rate.
Equity investments activity, net, was a gain of $12.9 in the third quarter of 2025 due primarily to a $16.3 increase in the fair value of our equity investment in Indicor. Equity investments activity, net, was a gain of $37.4 in the third quarter of 2024 due primarily to an increase in the fair value of our equity investment in Indicor. Changes in the fair value of our Indicor investment are primarily due to fluctuations in the equity values of comparable guideline public companies.
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Income taxes as a percentage of pretax earnings decreased to 20.0% for the third quarter of 2025 as compared to 21.3% for the third quarter of 2024, due primarily to favorable rate impact of 5.2% from the recognition of a net tax benefit associated with legal entity restructuring, offset by approximately 3.1% of rate impact related to the OBBBA and 1.2% of rate impact from the nonrecurrence of prior year valuation allowance releases.
Backlog is equal to our remaining performance obligations expected to be recognized as revenue within the next 12 months as discussed in Note 13 of the Notes to Condensed Consolidated Financial Statements. Backlog increased 4.9% to $3,174.0 at September 30, 2025 as compared to $3,026.1 at September 30, 2024. Organic growth in backlog was driven by our software segments, partially offset by a decrease in our Technology Enabled Products segment associated with the normalization of supply chain ordering patterns.
Backlog as of September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Application Software | $ | 2,326.8 | $ | 2,150.3 | |||||||
| Network Software | 549.8 | 487.0 | |||||||||
| Technology Enabled Products | 297.4 | 388.8 | |||||||||
| Total | $ | 3,174.0 | $ | 3,026.1 | |||||||
Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024
Net revenues for the nine months ended September 30, 2025 were $5,843.9 as compared to $5,162.1 for the nine months ended September 30, 2024, an increase of 13.2%. The components of revenue growth for the nine months ended September 30, 2025 were as follows:
| Application Software | Network Software | Technology Enabled Products | Roper | ||||||||||||||||||||||||||
| Total Revenue Growth | 18.2 | % | 6.6 | % | 7.7 | % | 13.2 | % | |||||||||||||||||||||
| Less Impact of: | |||||||||||||||||||||||||||||
| Acquisitions | 11.9 | 2.9 | 0.7 | 7.3 | |||||||||||||||||||||||||
| Foreign Exchange | 0.2 | (0.1) | (0.1) | 0.1 | |||||||||||||||||||||||||
| Organic Revenue Growth | 6.1 | % | 3.8 | % | 7.1 | % | 5.8 | % | |||||||||||||||||||||
In our Application Software segment, net revenues in the nine months ended September 30, 2025 grew 18.2% to $3,324.1 as compared to $2,811.4 in the nine months ended September 30, 2024, led by acquisition contribution from Transact, CentralReach, and Procare. The growth of 6.1% in organic revenues was broad-based across the segment, led by our businesses serving the acute healthcare, property and casualty insurance, and legal markets. Gross margin decreased to 68.4% in the nine months ended September 30, 2025 as compared to 69.0% in the nine months ended September 30, 2024 due primarily to a lower gross margin profile associated with the higher payments revenue mix at Transact, partially offset by improved leverage on higher organic revenues. SG&A expenses as a percentage of net revenues improved to 41.5% in the nine months ended September 30, 2025 as compared to 42.3% in the nine months ended September 30, 2024, due primarily to operating leverage on higher organic revenues and a lower SG&A profile associated with the higher payments revenue mix at Transact. These benefits were partially offset by higher amortization of acquired intangibles from the acquisition of CentralReach. As a result, operating margin was 26.9% in the nine months ended September 30, 2025 as compared to 26.7% in the nine months ended September 30, 2024.
In our Network Software segment, net revenues in the nine months ended September 30, 2025 grew 6.6% to $1,174.7 as compared to $1,102.1 in the nine months ended September 30, 2024, led by acquisition contribution from Subsplash. The growth of 3.8% in organic revenues was led by our network software businesses serving the construction, freight match, and alternate site healthcare markets. These increases were partially offset by a decline in our media and entertainment software business primarily related to end-market conditions. Gross margin decreased to 83.7% in the nine months ended September 30, 2025 as compared to 84.9% in the nine months ended September 30, 2024 due primarily to revenue mix as well as a lower gross margin profile associated with the higher payments revenue mix at Subsplash. SG&A expenses as a percentage of net revenues improved to 39.9% in the nine months ended September 30, 2025 as compared to 40.3% in the nine months ended September 30, 2024 due primarily to operating leverage on higher organic revenues, partially offset by higher amortization of
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acquired intangibles and SG&A profiles associated with acquisitions. As a result, operating margin was 43.8% in the nine months ended September 30, 2025 as compared to 44.7% in the nine months ended September 30, 2024.
In our Technology Enabled Products segment, net revenues in the nine months ended September 30, 2025 grew 7.7% to $1,345.1 as compared to $1,248.6 in the nine months ended September 30, 2024. The growth of 7.1% in organic revenues was broad-based across the segment, led by our medical products businesses, highlighted by our precision measurement business, and growth in our water meter technology business. Gross margin increased to 58.3% in the nine months ended September 30, 2025 as compared to 57.7% in the nine months ended September 30, 2024 due primarily to revenue mix. SG&A expenses as a percentage of net revenues improved to 23.5% in the nine months ended September 30, 2025 as compared to 23.7% in the nine months ended September 30, 2024 due primarily to operating leverage on higher organic revenues. The resulting operating margin was 34.8% in the nine months ended September 30, 2025 as compared to 34.0% in the nine months ended September 30, 2024.
Corporate expenses increased to $229.3, or 3.9% of net revenues, in the nine months ended September 30, 2025 as compared to $194.5, or 3.8% of net revenues, in the nine months ended September 30, 2024. The dollar increase was due primarily to higher compensation expense, predominantly higher stock-based compensation expense.
Interest expense, net, increased to $231.7 for the nine months ended September 30, 2025 as compared to $188.4 for the nine months ended September 30, 2024 due primarily to a higher weighted-average fixed-rate debt balance and interest rate, partially offset by a lower weighted-average revolving credit facility balance.
Equity investments activity, net, was a loss of $14.9 in the nine months ended September 30, 2025 due primarily to a $16.3 decrease in the fair value of our equity investment in Indicor. Equity investments activity, net, was a gain of $93.6 in the nine months ended September 30, 2024 due primarily to an increase in the fair value of our equity investment in Indicor. Changes in the fair value of our Indicor investment are primarily due to fluctuations in the equity values of comparable guideline public companies.
Income taxes as a percentage of pretax earnings remained relatively consistent at 20.9% for the nine months ended September 30, 2025 as compared to 21.0% for the nine months ended September 30, 2024.
Financial Condition, Liquidity, and Capital Resources
All currency amounts are in millions
Selected cash flows for the nine months ended September 30, 2025 and 2024 were as follows:
| Nine months ended September 30, | |||||||||||
| Cash provided by (used in): | 2025 | 2024 | |||||||||
| Operating activities | $ | 1,802.3 | $ | 1,671.0 | |||||||
| Investing activities | $ | (3,354.0) | $ | (3,528.2) | |||||||
| Financing activities | $ | 1,654.3 | $ | 1,901.7 | |||||||
Operating activities – Net cash provided by operating activities increased by 8% to $1,802.3 in the nine months ended September 30, 2025 as compared to $1,671.0 in the nine months ended September 30, 2024 primarily due to higher net earnings net of non-cash expenses, and a benefit to cash income taxes paid in connection with the repeal of the requirement to capitalize and amortize domestic R&D expenditures under Internal Revenue Code Section 174. These increases were partially offset by less cash provided by net working capital primarily related to changes in the balances of accounts receivable and accrued expenses, including the payment of $24.0 related to settled litigation, and $30.2 of cash taxes paid in 2025 associated with our sale of the equity investment in Certinia in 2024.
Investing activities – Cash used in investing activities during the nine months ended September 30, 2025 was primarily for the acquisitions of CentralReach, Subsplash, Convoy, and Orchard Software. Cash used in investing activities during the nine months ended September 30, 2024 was primarily for the acquisitions of Procare and Transact.
Financing activities – Cash provided by financing activities during the nine months ended September 30, 2025 was primarily from the issuance of $2,000.0 of senior notes in August 2025, net borrowings under our unsecured revolving credit facility primarily to fund the acquisitions of CentralReach and Subsplash, and net proceeds from stock-based compensation, partially offset by $700.0 of senior notes repaid at maturity in September 2025 and dividend payments. Cash provided by financing
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activities during the nine months ended September 30, 2024 was primarily from the issuance of $2,000.0 of senior notes in August 2024, net borrowings under our unsecured revolving credit facility to fund the acquisitions of Procare and Transact, and net proceeds from stock-based compensation, partially offset by $500.0 of senior notes repaid at maturity in September 2024 and dividend payments.
Total debt consisted of the following:
| As of September 30, 2025 | |||||
| Fixed-rate senior notes | $ | 8,800.0 | |||
| Unsecured revolving credit facility | 710.0 | ||||
| Other | 2.1 | ||||
| Less: Deferred financing costs | (58.0) | ||||
| Total debt, net of deferred financing costs | 9,454.1 | ||||
| Less: Current portion, net of deferred financing costs | (300.0) | ||||
| Long-term debt, net of deferred financing costs | $ | 9,154.1 | |||
The interest rate on borrowings under the $3,500.0 unsecured revolving credit facility is calculated based upon various recognized indices plus a margin as defined in the credit agreement. At September 30, 2025, we had $710.0 of borrowings outstanding under our unsecured revolving credit facility and $7.1 of outstanding letters of credit.
In relation to our total cash and cash equivalents, amounts held at our foreign subsidiaries represented 49.6% or $158.7 at September 30, 2025 as compared to 69.5% or $130.8 at December 31, 2024. The increase in foreign cash was due primarily to the cash generated at our foreign subsidiaries during the nine months ended September 30, 2025, partially offset by cash repatriation of $235.7. We intend to repatriate substantially all historical and future earnings.
We expect existing cash balances, together with cash generated by our operations and amounts available under our credit facility, will be sufficient to fund our operating requirements for the foreseeable future.
We were in compliance with all debt covenants related to our unsecured credit facility throughout the nine months ended September 30, 2025.
Net working capital (total current assets, excluding cash, less total current liabilities, excluding debt) was negative $1,342.0 at September 30, 2025 as compared to negative $1,434.6 at December 31, 2024. The change in net working capital was primarily driven by changes in tax-related balances, increases in accounts receivable as well as prepaid expenses and other current assets, and the payment for settled litigation, partially offset by an increase in deferred revenue predominantly due to the timing of SaaS renewals associated with our Frontline business.
Total debt, net of deferred financing costs was $9,454.1 at September 30, 2025 as compared to $7,623.0 at December 31, 2024. Our total debt increased at September 30, 2025 as compared to December 31, 2024 due primarily to the issuance of $2,000.0 of senior notes and net borrowings on our unsecured revolving credit facility, partially offset by $700.0 of senior notes repaid at maturity in September 2025. The net proceeds from the issuance of senior notes were used to repay a portion of the borrowings outstanding under our unsecured credit facility associated with our 2025 acquisitions, as well as to repay a portion of the senior notes due in 2025. Our leverage is presented in the following table:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Total debt, net of deferred financing costs | $ | 9,454.1 | $ | 7,623.0 | |||||||
| Less: Cash and cash equivalents | (320.0) | (188.2) | |||||||||
| Net debt | 9,134.1 | 7,434.8 | |||||||||
| Stockholders’ equity | 19,992.8 | 18,867.6 | |||||||||
| Total net capital | $ | 29,126.9 | $ | 26,302.4 | |||||||
| Net debt / Total net capital | 31.4 | % | 28.3 | % | |||||||
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On September 15, 2025, $700.0 of 1.000% senior notes due 2025 were repaid at maturity using borrowings under our unsecured revolving credit facility and a portion of the net proceeds from the issuance of the Notes.
Capital expenditures were $37.6 for the nine months ended September 30, 2025 as compared to $39.2 for the nine months ended September 30, 2024. Capitalized software expenditures were $42.8 for the nine months ended September 30, 2025 as compared to $33.4 for the nine months ended September 30, 2024. We expect the aggregate of capital expenditures and capitalized software expenditures for 2025 to be comparable to prior years as a percentage of net revenues.
The enactment of the OBBBA on July 4, 2025 introduced various tax reform provisions, among which include the repeal of the requirement to capitalize and amortize domestic R&D expenditures. Currently, the OBBBA is expected to provide a full year 2025 cash tax benefit of approximately $150, with a cash tax benefit of approximately $120 expected in 2026. The legislation has multiple effective dates and is not expected to have a significant impact on effective tax rate in future years. We continue to assess the broader impacts of the OBBBA as further information becomes available.
Outlook
Current geopolitical and economic uncertainties, including inflation, tariffs and changes in trade policy, supply chain disruptions, and labor shortages, could adversely affect our business prospects. An armed conflict (such as the ongoing war in Ukraine, as well as the conflicts in the Middle East), significant terrorist attack, other global conflict, widespread cybersecurity event or information technology failure, or public health crisis could cause changes in world economies that would adversely affect us. It is impossible to isolate each of these potential factor’s future effects on current economic conditions or any of our businesses. It is also impossible to predict with any reasonable degree of certainty what or when any additional events may occur that also would similarly disrupt the economy and have an adverse impact on our businesses.
We maintain an active acquisition program; however, future acquisitions will be dependent on numerous factors and it is not feasible to reasonably estimate if or when any such acquisitions will occur and what the impact will be on our business, financial condition, and results of operations. Such acquisitions may be financed by the use of existing credit agreements, future cash flows from operations, future divestitures, the proceeds from the issuance of new debt or equity securities, or any combination of these methods, the terms and availability of which will be subject to market and economic conditions generally.
We anticipate that our businesses will generate positive cash flows from operating activities, and that these cash flows will permit the reduction of currently outstanding debt in accordance with the repayment schedule. However, the rate at which we can reduce our debt (and reduce the associated interest expense) will be affected by, among other things, the financing and operating requirements of any new acquisitions, the financial performance of our existing companies, any allocation of capital toward share repurchases, the impact of the aforementioned geopolitical and economic uncertainties, and the financial markets generally. None of these factors can be predicted with certainty.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report. There were no material changes during the nine months ended September 30, 2025.
ITEM 4. CONTROLS AND PROCEDURES
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q (“Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation as of the Evaluation Date, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information pertaining to legal proceedings can be found in Note 11 of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and is incorporated by reference herein.
ITEM 1A. RISK FACTORS
Information regarding risk factors can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Information About Forward-Looking Statements,” in Part I, Item 2 of this Form 10-Q and in Part I, Item 1A of our 2024 Annual Report on Form 10-K. There have been no material changes during the nine months ended September 30, 2025 to the risk factors reported in our 2024 Annual Report on Form 10-K.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2025, no director or officer of the Company adopted terminated
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ITEM 6. EXHIBITS
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS | Inline XBRL Instance Document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
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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.
Roper Technologies, Inc.
| /s/ L. Neil Hunn | President and Chief Executive Officer | October 31, 2025 | |||||||||
| L. Neil Hunn | (Principal Executive Officer) | ||||||||||
| /s/ Jason P. Conley | Executive Vice President and Chief Financial Officer | October 31, 2025 | |||||||||
| Jason P. Conley | (Principal Financial Officer) | ||||||||||
| /s/ Brandon Cross | Vice President and Corporate Controller | October 31, 2025 | |||||||||
| Brandon Cross | (Principal Accounting Officer) | ||||||||||
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SECOND AMENDMENT TO ROPER TECHNOLOGIES, INC.
DIRECTOR COMPENSATION PLAN
(which was effective June 14, 2021 and subsequently amended June 9, 2025)
This Second Amendment to the Roper Technologies, Inc. Director Compensation Plan (the “Plan”) is made effective on August 6, 2025.
Schedule I of the Plan shall be amended and restated as set forth below:
DIRECTOR COMPENSATION SCHEDULE
Base Annual Cash Retainer (all Directors): $60,000.
A Non-Employee Director may elect to accept all of her/his base annual cash retainer for the Plan Year in a Stock-Based Award (or RSUs if the Non-Employee Director has made a timely deferral election in accordance with Section 6.2(c)) by making an election within fifteen trading days following the release of second quarter earnings of the then current calendar year. The number of shares (or RSUs, as the case may be) associated with the Stock-Based Award shall be calculated using the closing price of the Stock (rounded down to the nearest share) on the respective date of grant. Fifty percent of Stock-Based Award, valued at $30,000, shall be granted on September 15th (or, if September 15th is not a trading day, the closest trading day to September 15th) and the remaining fifty-percent of the Stock-Based Award, valued at $30,000, shall be granted on March 15th (or, if March 15th is not a trading day, the closest trading day to March 15th). Unless a deferral election has been made, such Stock-Based Awards shall vest on the six‑month anniversary of the date of the award.
Supplemental Annual Cash Retainers:
Chair of Audit Committee: $5,000
Chair of Compensation Committee: $5,000
Chair of Nominating and Corporate Governance Committee: $5,000
Independent Chair of the Board: $125,000
A Non-Employee Director may elect to accept all of her/his supplemental annual cash retainer for the Plan Year in a Stock-Based Award (or RSUs if the Non-Employee Director has made a timely deferral election in accordance with Section 6.2(c)) by making an election within fifteen trading days following the release of second quarter earnings of the then current calendar year. The number of shares (or RSUs, as the case may be) associated with the Stock-Based Award shall be calculated using the closing price of the Stock (rounded down to the nearest share) on the respective date of grant. Fifty percent of Stock-Based Award, valued at fifty-percent of the applicable retainer, shall be granted on September 15th (or, if September 15th is not a trading day, the closest trading day to September 15th) and the remaining fifty-percent of the Stock-Based Award, valued at fifty-percent of the applicable retainer) shall be granted on March 15th (or, if March 15th is not a trading day, the closest trading day to March 15th). Unless a deferral election has been made, such Stock-Based Awards shall vest on the six-month anniversary of the date of the award.
Meeting Fees:
There are no fees for Board meetings or Committee meetings.
Annual Award of Restricted Stock Units or Restricted Stock:
The number of RSUs or Shares of Restricted Stock that equal an economic value of $385,000 measured by using the closing price for the Stock on the date of grant (rounded down to the nearest share).
1
All other terms and conditions of the Plan shall remain in full force and effect.
/s/ John K. Stipancich
John K. Stipancich
Corporate Secretary
2
ROPER TECHNOLOGIES, INC.
2021 INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT
(20__)
This Non-Employee Director Deferred Stock Unit Award Agreement (“Agreement”) is made pursuant to the terms and conditions of the Roper Technologies, Inc. 2021 Incentive Plan (the “Plan”), and the Roper Technologies, Inc. Director Compensation Plan (the “Director Plan”) including (without limitation) Article 10 of the Plan and Section 6.2(c) of the Director Plan, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings ascribed to them in the Plan and the Director Plan, as applicable, unless indicated otherwise.
| Participant Name: | [_________________] | ||||
| Grant Date: | [_________________], 20__ | ||||
| Number of Deferred Stock Units Awarded: | [_________________] | ||||
Vesting Schedule: | Vesting will occur upon the date of termination (the “Vesting Date”) as a Non-Employee Director member of the Board of Directors (the “Board”) of Roper Technologies, Inc. | ||||
| Payment Date: | Payable within ten (10) business days following the date of termination as a Non-Employee Director member of the Board | ||||
1. Deferred Restricted Stock Unit Award In General. Participant’s Deferred Stock Unit Award (the “Award”) relates to ___ (__) Shares and shall accrue Dividend Equivalent Rights (based upon actual dividends to owners of Stock), if any, which shall be accumulated and credited to the Award until payment is made in accordance with Section 3 hereof.
As used herein, the term “Deferred Stock Units” means an equity-based Award measured in Shares, with each Deferred Stock Unit measured on the basis of one (1) Share, and payable in Shares or in a combination of cash and Shares as provided in Section 3 below.
2. Vesting Schedule. The Award will vest on the Vesting Date.
3. Payment Dates. Within ten (10) business days of the date that the Participant ceases to be a Non-Employee Director on the Board, the Deferred Stock Units, plus all Dividend Equivalent Rights accrued and credited thereon to the time of payment, shall be paid, as determined by the Committee, in a lump sum in either Shares or a combination of cash with respect to any accrued and credited Dividend Equivalents (measured using the Fair Market Value of the Shares on the Vesting Date) and Shares.
4. Acknowledgment of Receipt and Acceptance. By signing below (or acceptance by other means, including by electronic signature), the undersigned acknowledges receipt and acceptance of the Award, agrees to the representations made in the Award, and indicates his/her intention to be bound by this Award Agreement and the terms of the Plan.
1104676295\1\
Exhibit 31.1
I, L. Neil Hunn, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Roper Technologies, 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: October 31, 2025 | /s/ L. Neil Hunn | ||||
| L. Neil Hunn | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
I, Jason P. Conley, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Roper Technologies, 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: October 31, 2025 | /s/ Jason P. Conley | ||||
| Jason P. Conley | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Roper Technologies, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), L. Neil Hunn, Chief Executive Officer of the Company, and Jason P. Conley, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; 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: October 31, 2025 | /s/ L. Neil Hunn | ||||
| L. Neil Hunn | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Jason P. Conley | |||||
| Jason P. Conley | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Roper Technologies, Inc. specifically incorporates it by reference.