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What changed in Roper Technologies's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Roper Technologies's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+203 added−180 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-24)

Top changes in Roper Technologies's 2025 10-K

203 paragraphs added · 180 removed · 160 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeLoadlink – electronic marketplaces that connect available capacity of trucking units with the available loads of freight throughout Canada, and freight analytics solutions. MHA – health care services and software solutions to alternate site health care markets. SHP – data analytics and benchmarking information for the post-acute healthcare provider marketplace.
Biggest changeMHA – health care services and software solutions to alternate site health care markets. SHP – data analytics and benchmarking information solutions for the post-acute healthcare provider marketplace. SoftWriters – software solutions to pharmacies that primarily serve the long-term care marketplace. Subsplash – AI-enabled SaaS providing digital engagement, as well as church management and integrated giving solutions for faith-based organizations.
Risk Factors.” Privacy and Data Security We are subject to privacy and data security laws around the world that may impose operational burdens on our businesses. In 2018, the General Data Protection Regulation (“GDPR”) became effective in the European Union (“EU”) and United Kingdom (“UK”) and imposed restrictions on how companies use, process, and protect personal information.
Risk Factors.” Privacy and Data Security We are subject to privacy and data security laws around the world that may impose operational burdens on our businesses. In 2018, the General Data Protection Regulation (“GDPR”) became effective in the European Union (“EU”) and the United Kingdom (“UK”) and imposed restrictions on how companies use, process, and protect personal information.
In addition, new laws and regulations, the discovery of previously unknown contamination, or the imposition of new requirements could increase our costs or subject us to new or increased liabilities. Customers During 2024, no customer accounted for 10% or more of any segment or total Company net revenues.
In addition, new laws and regulations, the discovery of previously unknown contamination, or the imposition of new requirements could increase our costs or subject us to new or increased liabilities. Customers During 2025, no customer accounted for 10% or more of any segment or total Company net revenues.
Below is a description of the products offered by businesses that comprise the Network Software segment: ConstructConnect – cloud-based data, collaboration, and estimating automation software solutions focused on the pre-construction phase for a network of construction contractors and building product manufacturers/distributors.
Below is a description of the products offered by businesses that comprise the Network Software segment: ConstructConnect – cloud-based data, collaboration and estimating automation software and AI-enabled solutions focused on the pre-construction phase for a network of construction contractors and building product manufacturers/distributors.
Foundry – software technologies used to deliver visual effects and 3D content for the entertainment and digital design industries. iPipeline – cloud-based software solutions for the life insurance/annuities and financial services industries. iTradeNetwork – electronic marketplaces and supply chain software that connect food suppliers, distributors, and vendors, primarily in the perishable food sector.
Foundry – software technologies and AI-enabled solutions used to deliver visual effects and 3D content for the entertainment and digital design industries. iPipeline – cloud-based software and AI-enabled analytics solutions for the life insurance/annuities and financial services industries. iTradeNetwork – electronic marketplaces and supply chain software that connect food suppliers, distributors, and vendors, primarily in the perishable food sector.
Though our individual businesses are primarily responsible for these decisions, because of the importance of human capital to our enterprise, we provide guidance and share best practices on key aspects of selection, development, engagement, and diversity of talent within our workforce.
Though our individual businesses are primarily responsible for these decisions, because 8 of the importance of human capital to our enterprise, we provide guidance and share best practices on key aspects of selection, development, engagement, and excellence of talent within our workforce.
In 2024, this included approximately $1,860 for the acquisition of Procare, a leading provider of Software-as-a-Service (“SaaS”) solutions and integrated payment processing for early childhood education centers and approximately $1,600 for the acquisition of Transact Campus, a leading provider of integrated campus technology and payment solutions serving higher education, healthcare, and business campuses, which was combined with our CBORD business.
In 2024, this included approximately $1,860 for the acquisition of Procare, a leading provider of SaaS solutions and integrated payment processing for early childhood education centers, and approximately $1,600 for the acquisition of Transact Campus, a leading provider of integrated campus technology and payment solutions serving higher education, healthcare, and business campuses, which was combined with our CBORD business.
We compete in many defensible niche markets and believe we are the market leader or a competitive alternative to the market leader in most of these markets. In the last three years, we have deployed approximately $9,950 of capital toward acquisitions.
We compete in many defensible niche markets and believe we are the market leader or a competitive alternative to the market leader in most of these markets. In the last three years, we have deployed approximately $8,960 of capital toward acquisitions.
Below is a description of the products offered by businesses that comprise the Application Software segment: Aderant – comprehensive management software solutions for law and other professional services firms, including business development, calendar/docket matter management, time and billing, and case management. Clinisys – diagnostic and laboratory information management software solutions.
Below is a description of the products offered by businesses that comprise the Application Software segment: Aderant – comprehensive management software and AI-enabled solutions for law and other professional services firms, including business development, calendar/docket matter management, time and billing, and case management.
The Company is committed to increasing diversity and fostering an inclusive work environment that supports our large global workforce and helps us innovate for our customers. We continue to focus on building a pipeline for talent that creates more opportunities for growth within the Company.
The Company is committed to seeking talent from a wide range of backgrounds and fostering an inclusive work environment that supports our large global workforce and helps us innovate for our customers. We continue to focus on building a pipeline for talent that creates more opportunities for growth within the Company.
As of December 31, 2024 and 2023, total remaining performance obligations were $4,754.9 and $4,612.6, respectively. Backlog is equal to our remaining performance obligations expected to be recognized as revenue within the next 12 months. Backlog was $3,105.4 at December 31, 2024 and $3,156.6 at December 31, 2023.
As of December 31, 2025 and 2024, total remaining performance obligations were $5,204.2 and $4,754.9, respectively. Backlog is equal to our remaining performance obligations expected to be recognized as revenue within the next 12 months. Backlog was $3,424.6 at December 31, 2025 and $3,105.4 at December 31, 2024.
IntelliTrans – transportation management software and services to bulk and break-bulk commodity producers. PowerPlan – financial and compliance management software and solutions to large complex companies in asset-intensive industries. Procare – cloud-based software and integrated payment processing for the management of early childhood education centers.
PowerPlan – financial and compliance management software and solutions to large complex companies in asset-intensive industries. Procare – cloud-based software and integrated payment processing for the management of early childhood education centers.
In the U.S., at least 20 states have individually passed comprehensive privacy legislation, which imposes restrictions similar (but not identical) to GDPR on companies conducting business or serving customers in those states.
In the U.S., a growing number of states have individually passed comprehensive privacy legislation, which imposes restrictions similar (but not identical) to GDPR on companies conducting business or serving customers in those states.
As of December 31, 2024, we employed approximately 18,200 people worldwide on a consolidated basis, of which approximately 12,100 were employed in the U.S. and approximately 6,100 were employed outside of the U.S. Management believes that the Company’s employee relations are favorable.
As of December 31, 2025, we employed approximately 19,400 people worldwide on a consolidated basis, of which approximately 13,100 were employed in the U.S. and approximately 6,300 were employed outside of the U.S. Management believes that the Company’s employee relations are favorable.
We were incorporated on December 17, 1981 under the laws of the State of Delaware. Market Share, Market Expansion, and Product Development Leadership with Technology and Products for Niche Markets – We maintain a leading position in many of our markets.
Unless otherwise noted, discussion within Part I relates to continuing operations. We were incorporated on December 17, 1981 under the laws of the State of Delaware. Market Share, Market Expansion, and Product Development Leadership with Technology and Products for Niche Markets – We maintain a leading position in many of our markets.
Vertafore – cloud-based software for the property and casualty insurance industry, including agency and distribution management, compliance, workflow, and data solutions. 5 Network Software Our Network Software segment had net revenues of $1,475.6 for the year ended December 31, 2024, representing 21.0% of our total net revenues.
Vertafore – cloud-based software for the property and casualty insurance industry, including agency and distribution management, compliance, AI-enabled workflows, and data solutions. 5 Network Software Our Network Software segment had net revenues of $1,600.8 for the year ended December 31, 2025, representing 20.3% of our total net revenues.
The three reportable segments are as follows: –Application Software —Aderant, Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, Procare, Strata, Transact/CBORD, Vertafore –Network Software —ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters –Technology Enabled Products —CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon Financial information about our reportable segments is presented in Note 14 of the Notes to Consolidated Financial Statements included in this Annual Report.
The three reportable segments are as follows: –Application Software —Aderant, CentralReach, Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, Procare, Strata, Transact/CBORD, and Vertafore; –Network Software —ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, MHA, SHP, SoftWriters, and Subsplash; –Technology Enabled Products —CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, and Verathon.
Data Innovations – software solutions that enable enterprise management of hospitals and independent laboratories. Deltek – enterprise software and information solutions for government contractors, professional services firms, and other project-based businesses. Frontline – K-12 school administration software, connecting solutions for human capital management, student and special programs, and business operations, with powerful analytics that empower educators.
Deltek – enterprise software, SaaS, and AI-enabled information solutions for government contractors, professional services firms, and other project-based businesses. Frontline – cloud-based software for K-12 school administration, connecting solutions for human capital management, student and special programs, and business operations, with powerful analytics that empower educators. IntelliTrans – transportation management software and services to bulk and break-bulk commodity producers.
In 2023, this included approximately $1,380 for the acquisition of Syntellis, a leading provider of SaaS solutions for healthcare, financial institution, and higher education providers, which was combined with our Strata business, and 2022 included approximately $3,750 for the acquisition of Frontline, a leading provider of SaaS solutions for school administration.
In 2023, this included approximately $1,380 for the acquisition of Syntellis, a leading provider of SaaS solutions for healthcare, financial institution, and higher education providers, which was combined with our Strata business. Additionally, we deployed approximately $1,470 toward other bolt-on acquisitions to help build on the strategic position of several of our businesses.
Subject to oversight and guidance from Roper executive management, each business operates as an individual unit with its managers empowered to make day-to-day operating decisions, including decisions with respect to human capital management.
Human Capital Management Roper is a diversified technology company that utilizes a decentralized operating model across our many businesses which serve a diverse set of end markets. Subject to oversight and guidance from Roper executive management, each business operates as an individual unit with its managers empowered to make day-to-day operating decisions, including decisions with respect to human capital management.
We also employ various methods, including confidentiality and non-disclosure agreements with individuals and companies we do business with, including employees, distributors, representatives, independent contractors, and customers to protect our intellectual property.
We also employ various methods, including confidentiality and non-disclosure agreements with individuals and companies we do business with, including employees, distributors, representatives, independent contractors, and customers to protect our intellectual property. We believe none of our operating units are substantially dependent on any single item of intellectual property, including a trade secret, patent, trademark, trade dress, or copyright.
Inovonics – high-performance wireless sensor networks and solutions for a variety of applications. IPA – automated surgical scrub and linen dispensing equipment for healthcare providers. Neptune – water meters, enabling water utilities to remotely monitor their customers utilizing Automatic Meter Reading (AMR), Advanced Metering Infrastructure (AMI) technologies, and cloud-based software supporting meter data management.
Neptune – water meters, enabling water utilities to remotely monitor their customers utilizing Automatic Meter Reading (AMR), Advanced Metering Infrastructure (AMI) technologies, and cloud-based software supporting meter data management and utility billing.
Following the sale of the majority stake, Roper retained a minority equity interest in Indicor. See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding Roper’s minority equity interest in Indicor. During 2021, Roper entered into definitive agreements to divest its TransCore, Zetec, and CIVCO Radiotherapy businesses (“2021 Divestitures”).
Following the sale of the majority stake, Roper retained a minority equity interest in Indicor. See Note 9 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding Roper’s minority equity interest in Indicor. The financial results of Indicor are reported as discontinued operations for all periods presented.
Outside of the U.S., we have some employees, particularly in Europe, that are represented by an employee representative organization, such as a union, works council, or employee association. Roper has identified and implemented other human capital priorities, including providing competitive wages and benefits, and promoting a diverse and inclusive work environment.
Outside of the U.S., some employees, particularly in Europe, may be represented by an employee representative organization, such as a union, works council, or employee association.
Below is a description of the products offered by businesses that comprise the Technology Enabled Products segment: CIVCO Medical Solutions – accessories focused on guidance and infection control for ultrasound procedures. FMI – dispensers and metering pumps which are utilized in a broad range of applications requiring precision fluid control.
Technology Enabled Products Our Technology Enabled Products segment had net revenues of $1,818.7 for the year ended December 31, 2025, representing 23.0% of our total net revenues. Below is a description of the products offered by businesses that comprise the Technology Enabled Products segment: CIVCO Medical Solutions – accessories focused on guidance and infection control for ultrasound procedures.
Our businesses realize growth from new and existing customers in their niche markets through successfully executing go-to-market strategies, developing new products and applications, and delivering professional services. Diversified End Markets and Geographic Reach – We have a global presence, with sales to customers outside of the United States (“U.S.”) totaling $975.9 in 2024.
Our businesses realize growth from new and existing customers in their niche markets through successfully executing go-to-market strategies, developing new products and applications, and delivering professional services. Increasingly, this includes AI-enabled products and functionality embedded within customers’ mission-critical workflows.
Application Software Our Application Software segment had net revenues of $3,868.3 for the year ended December 31, 2024, representing 55.0% of our total net revenues.
Financial information about our reportable segments is presented in Note 14 of the Notes to Consolidated Financial Statements included in this Annual Report. Application Software Our Application Software segment had net revenues of $4,483.0 for the year ended December 31, 2025, representing 56.7% of our total net revenues.
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Additionally, we deployed approximately $1,360 toward other bolt-on acquisitions to help build on the strategic position of several of our businesses.
Added
In 2025, this included approximately $1,850 for the acquisition of CentralReach, a leading provider of Software-as-a-Service (“SaaS”) and AI-enabled solutions for applied behavior analysis (“ABA”) therapy clinicians, and approximately $800 for the acquisition of Subsplash, a leading provider of AI-enabled SaaS, and integrated giving solutions, for faith-based organizations.
Removed
Roper completed the 2021 Divestitures by March 2022. The financial results of Indicor and the 2021 Divestitures are reported as discontinued operations for all periods presented. Unless otherwise noted, discussion within Part I relates to continuing operations. Refer to Note 3 of the Notes to Consolidated Financial Statements included in this Annual Report for further information regarding discontinued operations.
Added
By leveraging our deep domain expertise, proprietary data, and long-standing customer relationships, we believe these AI capabilities enhance product differentiation, and drive incremental automation and improved customer outcomes which support expanded monetization opportunities. Diversified End Markets and Geographic Reach – We have a global presence, with sales to customers outside of the U.S. totaling $1,029.7 in 2025.
Removed
DAT – electronic marketplaces that connect available capacity of trucking units with the available loads of freight throughout North America, and freight analytics solutions.
Added
CentralReach – SaaS and AI-enabled solutions enabling the workflow and administration of ABA therapy for autism spectrum disorder (“ASD”) and related disabilities care. Clinisys – diagnostic and laboratory information management software solutions. Data Innovations – software solutions that enable enterprise management of hospitals and independent laboratories.
Removed
SoftWriters – software solutions to pharmacies that primarily serve the long-term care marketplace. Technology Enabled Products Our Technology Enabled Products segment had net revenues of $1,695.3 for the year ended December 31, 2024, representing 24.0% of our total net revenues.
Added
DAT – electronic marketplaces that automate broker and carrier freight capacity matching throughout the U.S. and Canada, freight tracking and financing, and AI-enabled analytics solutions. Canadian-based Loadlink was combined with DAT in 2025.
Removed
We believe none of our operating units are substantially dependent on any single item of intellectual property, including a trade secret, patent, trademark, trade dress, or copyright. 8 Human Capital Management Roper is a diversified technology company that utilizes a decentralized operating model across our many businesses which serve a diverse set of end markets.
Added
FMI – dispensers and metering pumps which are utilized in a broad range of applications requiring precision fluid control. Inovonics – high-performance wireless sensor networks and solutions for a variety of applications, including life-safety and access management. IPA – automated surgical scrub and linen dispensing equipment for healthcare providers.
Added
Roper has identified and implemented other human capital priorities, including providing competitive wages and benefits, investing in leadership development, succession planning, performance-based compensation structures that directly align with the Company’s long-term value creation strategy, and promoting a holistic work environment where a breadth of perspectives is valued.
Added
Roper’s human capital strategy centers on accountability, operating autonomy, and a culture of continuous improvement across its business units.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

50 edited+20 added−6 removed52 unchanged
Biggest changeOur products compete primarily on the basis of product quality, performance, innovation, technology, price, applications expertise, system and service flexibility, distribution channel access, and established customer service capabilities. We may not be able to compete effectively on all of these fronts or with all of our competitors. Moreover, competition may require us to adjust prices to stay competitive.
Biggest changeIf we do not compete effectively, our business may suffer. We face intense competition from numerous competitors in our various businesses. Our products compete primarily on the basis of product quality, performance, innovation, technology, price, applications expertise, system and service flexibility, distribution channel access, and established customer service capabilities.
Globally, personal information collected within the European Union and United Kingdom remains subject to the GDPR, which is a UK and European Union-wide legal framework that governs data collection, use, and sharing of an individual’s personal data and creates a range of consumer privacy rights.
Globally, personal information collected within the European Union and the United Kingdom remains subject to the GDPR, which is a UK and European Union-wide legal framework that governs data collection, use, and sharing of an individual’s personal data and creates a range of consumer privacy rights.
The results of elections, geopolitical events and tensions, and wars and other military conflicts (such as the ongoing conflicts in Ukraine and the Middle East) in these markets have in the past impacted and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or materials (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada, Mexico, and other countries and any retaliatory actions taken by such countries).
The results of elections, geopolitical events and tensions, and wars and other military conflicts (such as the ongoing conflicts in Ukraine and the Middle East) in these markets have in the past impacted and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or materials (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada, Mexico, the UK, and other countries and any retaliatory actions taken by such countries).
Global cybersecurity threats are rapidly evolving and attacks to networks, platforms, systems, and endpoints can range from uncoordinated individual attempts to sophisticated and targeted measures known as advanced persistent threats, directed at the Company, its businesses, its customers, and/or its third-party service providers, including, but not limited to, cloud providers and providers of network management services.
Global cybersecurity threats are rapidly evolving and attacks to identities, networks, platforms, systems, and endpoints can range from uncoordinated individual attempts to sophisticated and targeted measures known as advanced persistent threats, directed at the Company, its businesses, its customers, and/or its third-party service providers, including, but not limited to, cloud providers and providers of network management services.
Many of these risks are outside of CD&R’s or Indicor’s control and could 12 materially impact Indicor’s business, financial condition, and results of operations. Moreover, CD&R may have economic or other business interests that are inconsistent with ours, and we may be unable to prevent strategic decisions that may adversely affect the value of our investment in Indicor.
Many of these risks are outside of CD&R’s or Indicor’s control and could materially impact Indicor’s business, financial condition, and results of operations. Moreover, CD&R may have economic or other business interests that are inconsistent with ours, and we may be unable to prevent strategic decisions that may adversely affect the value of our investment in Indicor.
In addition, there has been an increased focus on industry-specific privacy laws, including in the financial, healthcare, and educational sectors. These statutes and regulations create civil penalties for violations, and in the case of California and some sector-specific laws, create a limited private right of action for data breaches that increase the risk of data breach litigation.
In addition, there has been an increased focus on industry-specific privacy laws, including in the housing, financial, healthcare, and educational sectors. These statutes and regulations create civil penalties for violations, and in the case of California and some sector-specific laws, create a limited private right of action for data breaches that increase the risk of data breach litigation.
If this were to occur, our assets may not be sufficient to fully repay the amounts due under this facility or our other indebtedness. Our goodwill and other intangible assets are a significant amount of our total assets, and any write-off of our intangible assets would negatively affect our results of operations.
If this were to occur, our assets may not be sufficient to fully repay the amounts due under this facility or our other indebtedness. 12 Our goodwill and other intangible assets are a significant amount of our total assets, and any write-off of our intangible assets would negatively affect our results of operations.
In addition, a significant increase in our insurance costs or the imposition of a liability that is not covered by insurance or is in excess of insurance coverage, could have an adverse impact on our operating results. Our operating results could be adversely affected by a reduction in business with our large customers.
In addition, a significant increase in our insurance costs or the imposition of a liability that is not covered by insurance or is in excess of insurance coverage, could have an adverse impact on our operating results. 11 Our operating results could be adversely affected by a reduction in business with our large customers.
Our competitors or other third parties may incorporate AI into their products or operations more quickly or successfully than us, or develop superior products and services with the aid of AI, which could impair our ability to compete effectively and adversely affect our results of operations.
Our competitors, AI companies, or other third parties may incorporate AI into their products or operations more quickly or successfully than us, or develop superior products and services with the aid of AI, which could impair our ability to compete effectively and adversely affect our results of operations.
Our operating results may be adversely impacted by the performance of Indicor, in which we own a minority interest. In 2022, we divested a majority equity stake in our industrial businesses to CD&R and retained a minority equity interest in the new parent entity, Indicor.
Our non-operating results may be adversely impacted by the performance of Indicor, in which we own a minority interest. In 2022, we divested a majority equity stake in our industrial businesses to CD&R and retained a minority equity interest in the new parent entity, Indicor.
These disruptions may include, but are not limited to, interruptions to business operations, loss of intellectual property, release of confidential information, malicious alteration or corruption of data or systems, costs related to remediation or the payment of ransom, litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, and possible prolonged negative publicity.
These disruptions may include, but are not limited to, interruptions to business operations, loss of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation or the payment of ransom, litigation (including individual claims, consumer class actions, or commercial litigation), administrative, civil, or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, and prolonged negative publicity.
Additionally, if we use AI that is based on data, algorithms, or other inputs that are flawed, or if the AI assists in producing content, analyses, or recommendations that are or are alleged to be deficient, inaccurate, violative of third-party intellectual property, or biased, our business, financial condition, and results of operations may be adversely affected.
Furthermore, if we use AI that is based on data, algorithms, or other inputs that are flawed, or if the AI assists in producing content, analyses, or recommendations that are or are alleged to be deficient, inaccurate, violative of third-party intellectual property, or biased, our business, financial condition, and results of operations may be adversely affected.
If terrorist activity, armed conflict, directed cyberattacks, political instability, public health crises, such as epidemics or pandemics, or extreme weather events or other natural disasters occur in the U.S. or other locations, such events may negatively impact our operations, cause general economic conditions to deteriorate, or cause demand for our products to decline.
If terrorist activity, armed conflicts, directed cyberattacks, political instability, public health crises, such as epidemics or pandemics, or extreme weather events or other natural disasters occur in the U.S. or other locations, such events may negatively impact our operations, cause general economic conditions to deteriorate, or cause demand for our products to decline.
Our international operations are subject to varying degrees of risk inherent in doing business outside of the U.S. including, without limitation, the following: • adverse changes in a specific country’s or region’s political or economic conditions, particularly in emerging markets; • oil price volatility; • trade protection measures, tariffs, and import or export requirements, including uncertainty about what actions may be taken by governments with respect to tariffs or trade relations, what products may be subject to such actions, and what actions may be taken by foreign countries in retaliation to proposed or imposed U.S. tariffs; • subsidies or increased access to capital for firms that are currently, or may emerge as, competitors in countries in which we have operations; • partial or total expropriation; • potentially negative consequences from changes in tax laws; • difficulty in staffing and managing widespread operations; • differing labor regulations; • differing protection of intellectual property; and • differing and unexpected changes in regulatory requirements, including any measures implemented to address data privacy, cybersecurity, and impacts of climate change. 14 Any business disruptions due to political instability, armed hostilities, incidents of terrorism, incidents of directed cyberattacks, public health crises, or extreme weather events or other natural disasters could adversely impact our financial performance.
Our international operations are subject to varying degrees of risk inherent in doing business outside of the U.S. including, without limitation, the following: • adverse changes in a specific country’s or region’s political or economic conditions, particularly in emerging markets; • oil price volatility; • trade protection measures, tariffs, and import or export requirements, including volatility and uncertainty about what actions may be taken by governments with respect to tariffs or trade relations, what products may be subject to such actions, and what actions may be taken by foreign countries in retaliation to proposed or imposed U.S. tariffs; • subsidies or increased access to capital for firms that are currently, or may emerge as, competitors in countries in which we have operations; • potentially negative consequences from changes in tax laws; • difficulty in staffing and managing widespread operations; • differing labor regulations; • differing protection of intellectual property; and • differing and unexpected changes in regulatory requirements, including any measures implemented to address AI, data privacy, cybersecurity, and impacts of climate change. 15 Any business disruptions due to political instability, armed hostilities, incidents of terrorism, incidents of directed cyberattacks, public health crises, or extreme weather events or other natural disasters could adversely impact our financial performance.
As a result, our ability to realize the ultimate anticipated benefits of the transaction depends upon the operation and management of Indicor by CD&R and the Indicor management team. In addition, Indicor is an industrial business that is subject to risks that are different than the risks associated with our existing businesses.
As a result, our ability to realize the ultimate anticipated benefits of the transaction depends upon the operation and management of Indicor by CD&R and the Indicor management team. In addition, Indicor is an industrial company that is subject to risks that are different than the risks associated with our existing businesses.
Any change in the supply of, or price for, these parts and components, as well as any increases in commodity prices or the price and availability of, or any decrease in the reliability of, third-party cloud computing platforms could affect our business, financial condition, and results of operations.
Any changes in the supply of, or price for, these parts and components, as well as any increases in commodity prices, or the price and availability of, or any decrease in the reliability of, third-party cloud computing platforms could affect our business, financial condition, and results of operations.
Despite these efforts, we can make no assurances that we will be able to mitigate, detect, prevent, timely and adequately respond, or fully recover from the negative effects of cyberattacks, cybersecurity incidents, or other security compromises, and such attacks, compromises, or cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations.
Despite these efforts, we can make no assurances that we will be able to mitigate, detect, prevent, timely and adequately respond, or fully recover from the negative effects of cybersecurity incidents, and such cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations.
The future success of our business will depend, in part, on our ability to design and manufacture new competitive products, including the development of software, and to enhance existing product and software offerings. This product development may require substantial internal investment.
The future success of our business will depend, in part, on our ability to design and manufacture new competitive products, including the development of software, and to enhance existing product and software offerings, including through the development and deployment of AI. This product development may require substantial internal investment.
The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.
The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.
In some of our businesses, we derive a significant amount of revenue from large customers. The loss or reduction of any significant contracts with any of these customers could reduce our net revenues and cash flows. Additionally, many of our customers are government entities.
In some of our businesses, we derive a significant amount of revenue from large customers. The loss or reduction of any significant contracts with any of these customers could reduce our net revenues and cash flows. Additionally, many of our products support projects for government entities.
For the year ended December 31, 2024, 14% of our net revenues were generated from customers outside of the U.S. and 7% of our long-lived assets, excluding goodwill and other intangibles, were attributable to operations outside of the U.S. We expect our international operations to contribute materially to our business for the foreseeable future.
For the year ended December 31, 2025, 13% of our net revenues were generated from customers outside of the U.S. and 9% of our long-lived assets, excluding goodwill and other intangibles, were attributable to operations outside of the U.S. We expect our international operations to contribute materially to our business for the foreseeable future.
Although our management will endeavor to evaluate the risks inherent in any particular transaction, including but not limited to cybersecurity risks, there are no assurances that we will properly ascertain all such risks. Acquisitions may involve significant cash expenditures, debt incurrences, equity issuances, and expenses.
Although our management will endeavor to evaluate the risks inherent in any particular transaction, including but not limited to cybersecurity risks and susceptibility to market disruption from AI or otherwise, there are no assurances that we will properly ascertain all such risks. Acquisitions may involve significant cash expenditures, debt incurrences, equity issuances, and expenses.
Changes in political administrations in the U.S. and elsewhere may lead to variability in, or reallocation of, government spending priorities, or a reduction in government spend, which could have an adverse impact on our businesses that serve governmental entities or governmental contractors.
Changes in political administrations or government shutdowns in the U.S. or elsewhere may lead to variability in, or reallocation of, government spending priorities, or a reduction or delay in government spending, which has had, and could continue to have an adverse impact on our businesses that serve governmental entities or governmental contractors.
In addition, certain geopolitical events have resulted in and could continue to result in, among other things, cyberattacks, supply disruptions, lower consumer demand, increase in global economic uncertainty, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.
In addition, certain geopolitical events have resulted in and could continue to result in, among other things, cyberattacks, supply disruptions, lower consumer demand, increases in global economic uncertainty, changes to foreign exchange rates and financial markets, and expanded regulatory sanctions and export controls, any of which may adversely affect our business and supply chain.
Regulatory authorities around the world have passed or are considering legislative and regulatory proposals concerning data protection, privacy, and data security. In the U.S., at least 20 states have individually passed comprehensive privacy legislation in directly regulating the collection, use, and sharing of personal information.
Regulatory authorities around the world have passed or are considering legislative and regulatory proposals concerning data protection, privacy, and data security. In the U.S., a growing number of states have individually passed comprehensive privacy legislation in directly regulating the collection, use, and sharing of personal information.
Cloud-based solutions may be subject to further regulation, including data localization requirements and other restrictions limiting the international transfer of data. The operational and cost impact of these cannot be fully known at this time.
Cloud-based solutions may be subject to further regulations, such as the EU Data Act, including data localization requirements, restrictions on long-term contracts, and other restrictions limiting the international transfer of data. The operational and cost impact of these cannot be fully known at this time.
We seek to deploy measures to protect, detect, respond, and recover from cybersecurity threats and incidents, including identity and access controls, employee training, data protection, vulnerability management, incident response, secure product development, continuous monitoring of our networks, platforms, endpoints, and systems, and maintenance of ransomware resilient backup and recovery capabilities.
While we have experienced and expect to continue to experience these types of cybersecurity threats and incidents, none of them to date have been material to the Company. 10 We seek to deploy measures to protect, detect, respond, and recover from cybersecurity threats and incidents, including identity and access controls, employee training, data protection, vulnerability management, incident response, secure product development, continuous monitoring of our networks, platforms, endpoints, and systems, and maintenance of ransomware resilient backup and recovery capabilities.
These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes with our suppliers or customers, intellectual property matters, data privacy matters, third party liability, including product liability claims, and employment claims.
These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes with our suppliers or customers, intellectual property matters, data privacy matters, third-party liability, including product liability claims, and employment claims. 16 A downgrade in the ratings of our debt could restrict our ability to access the debt capital markets and increase our interest costs.
For example, our indebtedness could: • limit our ability to borrow additional funds; • limit our ability to complete future acquisitions; • limit our ability to pay dividends; • limit our ability to make capital expenditures; • place us at a competitive disadvantage relative to our competitors, some of which have lower debt service obligations and greater financial resources; and • increase our vulnerability to general adverse economic and industry conditions. 11 Our ability to make scheduled principal payments of, to pay interest on, or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which may be affected by factors beyond our control.
For example, our indebtedness could: • limit our ability to borrow additional funds; • limit our ability to complete future acquisitions; • limit our ability to pay dividends; • limit our ability to make capital expenditures; • place us at a competitive disadvantage relative to our competitors, some of which have lower debt service obligations and greater financial resources; and • increase our vulnerability to general adverse economic and industry conditions.
The potential consequences of a material cybersecurity incident include financial loss, reputational damage, damage to our IT systems, data loss, litigation with third parties, theft of intellectual property, fines, customer attrition, diminution in the value of our investment in research and development, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations.
The potential consequences of a material cybersecurity incident include financial loss, reputational damage, damage to our IT systems, data loss, litigation, theft of intellectual property, regulatory fines, customer attrition, diminution in the value of our investments in research and development (“R&D”), and increased cybersecurity protection and remediation costs, which may not be fully covered by insurance and could adversely affect our competitiveness and results of operations.
This is particularly true for customers in highly-regulated industries, such as the healthcare industry and government contractors, and could result in regulatory actions, fines, and legal proceedings as well as negative impacts to our brand, reputation, and business.
This is particularly true for customers in highly-regulated industries, such as the healthcare industry and government contractors, and could result in regulatory actions, fines, and legal proceedings as well as negative impacts to our brand, reputation, and business. 14 Regulation limiting or controlling the use of AI may restrict our ability to use AI, our ability to create new products, and create increased compliance costs.
Our total assets reflect substantial intangible assets, primarily goodwill. At December 31, 2024, goodwill totaled $19,312.9 compared to $18,867.6 of total stockholders’ equity, and represented 62% of our total assets of $31,334.7. The goodwill results from our acquisitions, representing the excess purchase price over the fair value of the net identifiable assets acquired.
Our total assets reflect substantial intangible assets, primarily goodwill. At December 31, 2025, goodwill totaled $21,341.2 as compared to $19,881.5 of total stockholders’ equity, and represented approximately 62% of our total assets of $34,577.0. The goodwill results from our acquisitions, representing the excess purchase price over the fair value of the net identifiable assets acquired.
Additionally, our credit agreement includes increases in interest rates if the ratings for our debt are downgraded. Furthermore, an increase in the level of our indebtedness may increase our vulnerability to adverse general economic and industry conditions and may affect our ability to obtain additional financing. 15 ITEM 1B. UNRESOLVED STAFF COMMENTS None. 16
Furthermore, an increase in the level of our indebtedness may increase our vulnerability to adverse general economic and industry conditions and may affect our ability to obtain additional financing. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 17
We rely on business partners such as third-party data centers and cloud platforms, such as Amazon Web Services, Google Cloud Platform, and Microsoft Azure to host certain enterprise and customer systems. Our ability to monitor such third parties’ security measures and the full impact of the systemic risk is limited.
We rely on business partners such as third-party data centers and cloud platforms, such as Amazon Web Services, Google Cloud Platform, Microsoft Azure, and Oracle Cloud to host certain enterprise and customer systems.
GDPR provides significant penalties for non-compliance (up to 4% of 13 global annual revenue) and EU data protection authorities have already issued significant fines. Canada (Quebec) has also significantly updated its privacy laws. The interpretation and application of consumer and data protection laws and industry standards in the U.S., Europe, and elsewhere can be uncertain and currently is in flux.
GDPR provides significant penalties for non-compliance (up to 4% of global annual revenue) and EU data protection authorities have already issued significant fines. Canada (Quebec) has also significantly updated its privacy laws.
A downgrade in the ratings of our debt could restrict our ability to access the debt capital markets and increase our interest costs. Unfavorable changes in the ratings that rating agencies assign to our debt may ultimately negatively impact our access to the debt capital markets and increase the costs we incur to borrow funds.
Unfavorable changes in the ratings that rating agencies assign to our debt may ultimately negatively impact our access to the debt capital markets and increase the costs we incur to borrow funds. Additionally, our credit agreement includes increases in interest rates if the ratings for our debt are downgraded.
These may include such things as unauthorized access, phishing attacks, denial of service, insider threats, data exfiltration and extortion, introduction of malware or ransomware, and other disruptive problems caused by threat actors. While we have experienced and expect to continue to experience these types of cybersecurity threats and incidents, none of them to date have been material to the Company.
These may include such things as unauthorized access, phishing attacks, denial of service, insider threats, data exfiltration and extortion, introduction of malware or ransomware, and other disruptive problems caused by threat actors.
In addition, some of our products are provided by sole source suppliers and our SaaS offerings are increasingly reliant on a limited number of third-party cloud computing platforms.
In addition, some of our products are provided by sole source suppliers and our SaaS offerings are increasingly reliant on a limited number of third-party cloud computing platforms, and transitioning to alternative suppliers or platforms may require significant time, redesign, and capital investment, or may not be feasible for certain products or services.
In the event of a decrease in fair value, we would incur a non-cash charge within non-operating income with a corresponding reduction in the balance of our equity investment. See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment. Divestitures or other dispositions could negatively impact our business.
See Note 9 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment. 13 Divestitures or other dispositions could negatively impact our business. Divestitures pose risks and challenges that could negatively impact our business.
Any imposition of liability, particularly liability 10 that is not covered by insurance or is in excess of insurance coverage, could materially harm our operating results and financial condition. Product liability, insurance risks, product recalls, and increased insurance costs could harm our operating results.
Any imposition of liability, particularly liability that is not covered by insurance or is in excess of insurance coverage, could materially harm our operating results and financial condition. We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
Personal injuries relating to the use of our products can also result in product liability claims being brought against us. We currently have product liability insurance; however, we may not be able to maintain our insurance at a reasonable cost or in amounts sufficient to adequately protect us against losses.
We currently have product liability insurance; however, we may not be able to maintain our insurance at a reasonable cost or in amounts sufficient to adequately protect us against losses, and alleged defects or vulnerabilities in products may lead to claims for data loss, business interruption, or privacy violations that may not be fully covered by insurance.
Cybersecurity incidents, ransomware attacks, systems disruptions or interruptions, cyberattacks, configuration or human error, insider threat, and/or other external hazards or threats could result in the misappropriation of assets or information, corruption of data, or disruptions in our business strategy, results of operations, and financial condition.
Cybersecurity incidents including ransomware attacks, insider threats, system disruptions, and configuration errors could result in the misappropriation or corruption of data and assets, or disruptions to our business strategy, results of operations, and financial condition, and may require notification to customers and regulators with associated investigation, remediation, and monitoring obligations.
In many situations, government entities can unilaterally terminate or modify our existing contracts without cause and without penalty to the government agency. Unfavorable changes in foreign exchange rates may harm our business. Several of our subsidiaries have transactions and balances denominated in currencies other than the U.S. dollar.
In many situations, government entities can unilaterally terminate or modify existing contracts without cause and without penalty to the government agency, and government contracts may be subject to specialized compliance obligations, audits, investigations, and bid processes that can delay awards and increase costs. Unfavorable changes in foreign exchange rates may harm our business.
As of December 31, 2024, we had $7,623.0 in total consolidated indebtedness. In addition, we had approximately $3,369 of undrawn availability under our unsecured revolving credit facility. Subject to restrictions contained in our credit facility, we may incur additional indebtedness in the future, including indebtedness incurred to finance acquisitions.
In addition, we had approximately $2,644 of undrawn availability under our unsecured revolving credit facility. Subject to restrictions contained in our credit facility, we may incur additional indebtedness in the future, including indebtedness incurred to finance acquisitions. Our level of indebtedness and the debt servicing costs associated with that indebtedness could have substantial effects on our operations and business strategy.
Despite our efforts to protect proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. Actions to enforce these rights may result in substantial costs and diversion of resources, and we make no assurances that any such actions will be successful.
Actions to enforce these rights may result in substantial costs and diversion of resources, and we make no assurances that any such actions will be successful, particularly given evolving uncertainty regarding protection and ownership of AI-assisted outputs.
AI also presents emerging ethical issues, and if our use of AI becomes controversial we may experience brand, reputational, or competitive harm, or legal liability. We may be affected by laws and regulations that govern the use of AI.
AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand, reputational, or competitive harm, or legal liability. Product liability, insurance risks, product recalls, and increased insurance costs could harm our operating results. Our business exposes us to product liability risks in the design, manufacture, and distribution of our products.
Most of these transactions and balances are denominated in British pounds, Canadian dollars, or euros. Sales by our operating companies whose functional currency is not the U.S. dollar represented 9% and 11% of our total net revenues for the years ended December 31, 2024 and 2023, respectively.
Sales by our operating companies whose functional currency is not the U.S. dollar represented 9% of our total net revenues for both the years ended December 31, 2025 and 2024, respectively. Unfavorable changes in exchange rates between the U.S. dollar and those currencies could reduce our reported net revenues and net earnings. We face intense competition.
We use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. We are increasingly incorporating artificial intelligence (“AI”) solutions into our platforms, offerings, services, and operations, and we expect that AI will become more important to our company over time.
We are increasingly incorporating AI solutions into our platforms, offerings, services, and operations, and we expect that AI will continue to become a more integral part of our business over time.
These and other laws or regulations may cause us to modify our data handling and compliance practices, which could be costly or disruptive to our operations, and may also impact our ability to use certain data to support our products or our product development efforts or hinder our customers’ ability to adopt or continue to use our products.
Regulatory uncertainty regarding how these laws will be interpreted and enforced creates additional compliance challenges, and may cause us to modify our data handling and compliance practices, limit our ability to use certain data to support our products or product development efforts, hinder our customers’ ability to adopt or continue to use our products, or require us to cease offering or using certain AI-enabled features or services in particular jurisdictions.
In addition, new competitors may emerge, and product lines may be threatened by new technologies or market trends that reduce the value of these product lines. To remain competitive, we must develop new products, respond to new technologies, and enhance our existing products in a timely manner. Our indebtedness may affect our business and may restrict our operating flexibility.
To remain competitive, we must develop new products, respond to new technologies, and enhance our existing products in a timely manner. Our indebtedness may affect our business and may restrict our operating flexibility. As of December 31, 2025, our total consolidated debt excluding unamortized debt issuance costs was $9,355.9.
Removed
Our compliance, cyber and data privacy programs, cybersecurity technology, and risk management cannot eliminate all system risk.
Added
Despite our efforts to protect proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology, including through misappropriation through contractors or other third parties.
Removed
Our business exposes us to product liability risks in the design, manufacture, and distribution of our products.
Added
Our compliance, cybersecurity and data privacy programs, cybersecurity technology, and risk management cannot eliminate all system risk. Credential compromise and identity-based attacks represent risks, and while we deploy identity threat protection and multi-factor authentication across our enterprise systems, determined attackers may still gain unauthorized access through sophisticated credential theft, session hijacking, social engineering, or privilege escalation techniques.
Removed
Unfavorable changes in exchange rates between the U.S. dollar and those currencies could reduce our reported net revenues and net earnings. We face intense competition. If we do not compete effectively, our business may suffer. We face intense competition from numerous competitors in our various businesses.
Added
While we have experienced disruptions, and our Vertafore business was previously subject to litigation regarding the exposure of data which was dismissed, none of these matters had a significant impact on our business.
Removed
Our level of indebtedness and the debt servicing costs associated with that indebtedness could have substantial effects on our operations and business strategy.
Added
Our software development and business operations rely on open-source components, third-party software libraries, and vendor dependencies that could contain undisclosed vulnerabilities, be subject to supply chain attacks, or become unavailable, potentially affecting our products, hosted services, and internal systems.
Removed
Divestitures pose risks and challenges that could negatively impact our business.
Added
Our ability to monitor such third parties’ security measures and the full impact of the systemic risk is limited, and concentration with a limited number of providers increases exposure to outages and pricing changes.
Removed
For example, the EU AI Act places new requirements on providers of AI technologies that will need to be addressed in alignment with various deadlines in the coming years.
Added
We face emerging risks from AI-powered attacks, including deepfakes used to impersonate executives or customers, AI-assisted social engineering, prompt injection attempts against AI systems, and data poisoning targeting machine learning models. These sophisticated attack techniques may bypass traditional security controls.
Added
Additionally, zero-day vulnerabilities, which are previously unknown security flaws with no available patches, pose risks that cannot be fully mitigated through our standard vulnerability management processes, requiring rapid detection and response capabilities to minimize potential damage.
Added
The rapid pace of AI advancement may make it difficult to maintain competitive advantages, and AI capabilities could quickly become commoditized, reducing our ability to differentiate our offerings. Additionally, we may face challenges in protecting AI-generated innovations as intellectual property protections for AI-created materials remain uncertain in many jurisdictions.
Added
Competitors may be able to reverse-engineer or replicate our AI capabilities, and questions regarding ownership of AI-generated content or inventions could create legal uncertainties.
Added
We rely on third-party AI platforms and services, including proprietary and open-source large language models and other AI technologies provided by companies such as OpenAI, Anthropic, Google, and Microsoft.
Added
These providers may change their terms of service, increase pricing, discontinue services, experience outages, decline to provide certain indemnities, or make changes to their AI models that adversely affect our products or operations.
Added
As AI becomes more central to our offerings, our exposure to pricing changes from these providers increases, and we may not be able to pass such cost increases on to our customers. We have limited control over these third-party AI systems and their updates, and any disruption in access to these services could have a significant impact on our business.
Added
Personal injuries relating to the use of our products can also result in product liability claims being brought against us.
Added
Several of our subsidiaries have transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions and balances are denominated in British pounds, Canadian dollars, or euros.
Added
We may not be able to compete effectively on all of these fronts or with all of our competitors. Moreover, competition may require us to adjust prices to stay competitive. In addition, new competitors may emerge, and product lines may be threatened by new technologies, including AI, or market trends that reduce the value of these product lines.
Added
Our ability to make scheduled principal payments of, to pay interest on, or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which may be affected by factors beyond our control.
Added
In the event of a decrease in fair value, we would incur a non-cash charge within non-operating income with a corresponding reduction in the balance of our equity investment.
Added
The interpretation and application of consumer and data protection laws and industry standards in the U.S., Europe, and elsewhere can be uncertain and currently is in flux, including standards that may require contractual updates, technical safeguards, and other measures.
Added
We are subject to an evolving landscape of laws and regulations governing the use of AI. The EU AI Act classifies AI systems by risk level and may prohibit certain high-risk applications, requiring significant change to product design, documentation, governance processes, and risk management practices to achieve compliance.
Added
In the U.S., several states, including Colorado and California, have enacted or are considering AI-specific regulations addressing transparency, bias, and accountability, particularly in the housing and employment fields.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe deploy a Managed Detection and Response solution across all of our business units and our Corporate infrastructure designed to address the detection, response, and remediation effectiveness for cybersecurity threats. This solution is intended to provide real-time visibility of the endpoint footprint across the enterprise, including patch management and vulnerabilities, device encryption, and cybersecurity threats and detections.
Biggest changeRoper deploys cybersecurity practices and tools across all of its businesses designed to protect data, maintain resilient operations, and limit the impact of cybercrime. We deploy a managed detection and response solution across all of our business units and our corporate infrastructure that is designed to address the detection, response, and remediation effectiveness for cybersecurity threats.
Roper has also established a Cyber Disclosure Committee chaired by the Vice President of Cybersecurity to track and evaluate potentially material cybersecurity incidents and to assess their potential impact on the organization. This process builds upon 17 the CSIRP and provides a framework for Roper management to monitor potentially material cybersecurity incidents.
Roper has also established a Cyber Disclosure Committee chaired by the Vice President of Cybersecurity to track and evaluate potentially material cybersecurity incidents and to assess their potential impact on the organization. This process builds upon the CSIRP and provides a framework for Roper management to monitor potentially material cybersecurity incidents.
She also maintains the following industry cybersecurity certifications: CISA, CISSP, GSEC, GCED, GSA, and a Boardroom Certified Qualified Technology Expert (QTE). Our Board of Directors (the “Board”) has not delegated responsibility for cybersecurity matters to a committee.
She also maintains the following industry cybersecurity certifications: CISA, CISSP, GSEC, GCED, GSA, and a Boardroom Certified Qualified Technology Expert (QTE). 18 Our Board of Directors (the “Board”) has not delegated responsibility for cybersecurity matters to a committee.
Given the decentralized nature of Roper’s operating model, day-to-day management and implementation of the Cybersecurity Program and deployment of the program’s cybersecurity controls are managed locally by each of Roper’s 28 business units, including localized information security management.
Given the decentralized nature of Roper’s operating model, day-to-day management and implementation of the Cybersecurity Program and deployment of the program’s cybersecurity controls are managed locally by each of Roper’s 29 business units, including localized information security management.
The Cybersecurity Program includes controls designed to oversee and identify risks from cybersecurity threats associated with third parties as they are leveraged by Roper’s businesses in their respective software code development processes or for other purposes that require third-party access to critical infrastructure.
Cybersecurity risk is also addressed in, and monitored by, the Company’s enterprise risk management program. The Cybersecurity Program includes controls designed to oversee and identify risks from cybersecurity threats associated with third parties as they are leveraged by Roper’s businesses in their respective software code development processes or for other purposes that require third-party access to critical infrastructure.
We work on security awareness with our employees throughout the year with annual cybersecurity training and monthly simulated phishing campaigns to better identify and report unusual behavior and to mitigate the likelihood and impact of possible cybersecurity incidents.
Cybersecurity incidents are required to be promptly reported to the Roper cybersecurity team, who then monitors such incidents through their resolution. We work on security awareness with our employees throughout the year with annual cybersecurity training and monthly simulated phishing campaigns to better identify and report unusual behavior and to mitigate the likelihood and impact of possible cybersecurity incidents.
Additionally, this solution is designed to provide real-time monitoring of identity-based attacks, as well as monitoring of the deep, dark and social webs for cybersecurity threats targeting Roper’s businesses.
This solution is intended to provide real-time visibility of the endpoint footprint across the enterprise, including patch management and vulnerabilities, device encryption, and cybersecurity threats and detections. Additionally, this solution is designed to provide real-time monitoring of identity-based attacks, emerging AI-powered threats, as well as monitoring of the deep, dark, and social webs for cybersecurity threats targeting Roper’s businesses.
While cybersecurity technologies and implementation may differ based on the needs and risk profile of each individual business, Roper has also implemented cybersecurity tools and managed services to centrally monitor certain aspects of the Cybersecurity Program. Roper deploys cybersecurity practices and tools across all of its businesses designed to protect data, maintain resilient operations, and limit the impact of cybercrime.
While cybersecurity technologies and implementation may differ based on the needs and risk profile of each individual business, Roper has also implemented cybersecurity tools and managed services to centrally monitor certain aspects of the Cybersecurity Program. Roper performs cybersecurity risk assessments to assess compliance with mandated cybersecurity controls and to assess the likelihood and impact magnitude of specific cyberattacks.
Cybersecurity risk assessments are periodically performed to assess internal compliance with cybersecurity strategy and the implementation of cybersecurity controls, which would include the validation of cybersecurity control implementation through testing. Areas identified for enhancement and improvement are monitored and tracked to remediation by the Roper cybersecurity team, including the Vice President of Cybersecurity.
Cybersecurity risk assessments are periodically performed to assess internal compliance with cybersecurity strategy and the implementation of cybersecurity controls. Cybersecurity assessments are also performed for acquisitions and periodically for our businesses through independent testing and remediation validation to validate cybersecurity control implementation.
Roper’s Vice President of Audit Services also periodically briefs the Audit Committee on cybersecurity matters and related risks, as needed. The Vice President of Audit Services also reports to the Audit Committee on matters, including cybersecurity matters, that are addressed and monitored pursuant to the Company’s enterprise risk management program.
The Audit Committee also receives briefings on cybersecurity matters and related risks from the Vice President of Audit Services and Chief Compliance Officer, who monitors these matters pursuant to the Company’s enterprise risk management program.
Roper maintains a Cybersecurity Incident Response Plan (“CSIRP”), which requires each Roper business to designate a Cybersecurity Incident Response Team that is responsible for receiving, reviewing, and responding to cybersecurity incident reports and activities. Cybersecurity incidents are required to be promptly reported to the Roper cybersecurity team, who then monitors such incidents through their resolution.
We maintain a centralized incident response process with a third-party forensic partner on retainer. In addition, we have cybersecurity insurance policies in place. Roper maintains a Cybersecurity Incident Response Plan (“CSIRP”), which requires each Roper business to designate a Cybersecurity Incident Response Team that is responsible for receiving, reviewing, and responding to cybersecurity incident reports and activities.
The controls include, as appropriate, regularly assessing management of access controls and the cybersecurity risks posed by third parties. Roper performs cybersecurity risk assessments to assess compliance with mandated cybersecurity controls and to assess the likelihood and impact of specific cyberattacks.
The controls include, as appropriate, regularly assessing management of access controls and the cybersecurity risks posed by third parties and their supply chains, and the security posture of open-source components and software dependencies used in our products and operations. Roper conducts annual cybersecurity risk assessments for all enterprise-wide systems and cloud service providers, as well as critical enterprise systems.
Removed
Cybersecurity risk is also addressed in, and monitored by, the Company’s enterprise risk management program. We maintain a centralized incident response process with a third-party forensic partner on retainer. In addition, we have cybersecurity insurance policies in place.
Added
Areas identified for enhancement and improvement are monitored and tracked to remediation by the Roper cybersecurity team, including the Vice President of Cybersecurity. In 2025, Roper engaged a third party to assess its cybersecurity program. The results of the assessment largely aligned with those of the Company’s own assessment, and the Roper cybersecurity team has implemented the suggested enhancements.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our corporate offices, consisting of 42,000 square feet of leased space, are located at 6496 University Parkway, Sarasota, Florida. As of December 31, 2024, we leased facilities throughout the United States and in various locations internationally including North America, Europe, and Asia-Pacific. Additionally, we owned two properties in the United States as of December 31, 2024.
Biggest changeITEM 2. PROPERTIES Our corporate offices, consisting of 42,000 square feet of leased space, are located at 6496 University Parkway, Sarasota, Florida. As of December 31, 2025, we leased facilities throughout the U.S. and in various locations internationally, including North America, Europe, and Asia-Pacific. Additionally, we owned one property in the U.S. as of December 31, 2025.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeHe also led the financial planning and investor relations activities for Roper from 2006 to 2013. Before joining Roper, Mr. Conley served in various finance and accounting leadership roles at Honeywell International and Deloitte. John K.
Biggest changeHe also led the financial planning and investor relations activities for Roper from 2006 to 2013. Before joining Roper, Mr. Conley served in various finance and accounting leadership roles at Honeywell International and Deloitte. Mr. Conley has been a director of KLA Corporation, an industry-leading developer of equipment and services for the semiconductor and nanoelectronics industries, since 2025. John K.
Hunn also held roles at CMGI, an incubator of Internet businesses, and Parthenon Group, a strategy consulting firm. Mr. Hunn has been a director of Deere & Company, a global leader in the delivery of agricultural, construction, and forestry equipment, since 2023. Jason P. Conley , 49, has served as Executive Vice President and Chief Financial Officer since February 2023.
Hunn also held roles at CMGI, an incubator of internet businesses, and Parthenon Group, a strategy consulting firm. Mr. Hunn has been a director of Deere & Company, a global leader in the delivery of agricultural, construction, and forestry equipment, since 2023. Jason P. Conley , 50, has served as Executive Vice President and Chief Financial Officer since February 2023.
Stipancich , 56, has served as Executive Vice President, General Counsel and Corporate Secretary since 2018 and as Vice President, General Counsel and Corporate Secretary from 2016 to 2018. Prior to joining Roper, Mr. Stipancich was with Newell Brands Inc., a consumer products company, from 2004 to May of 2016.
Stipancich , 57, has served as Executive Vice President, General Counsel and Corporate Secretary since 2018 and as Vice President, General Counsel and Corporate Secretary from 2016 to 2018. Prior to joining Roper, Mr. Stipancich was with Newell Brands Inc., a consumer products company, from 2004 to May of 2016.
L. Neil Hunn , 52, has served as President and Chief Executive Officer since August 2018. He previously served as Executive Vice President and Chief Operating Officer from 2017 to 2018. Mr.
L. Neil Hunn , 53, has served as President and Chief Executive Officer since August 2018. He previously served as Executive Vice President and Chief Operating Officer from 2017 to 2018. Mr.
Stipancich has been a director of Mativ Holdings, Inc., a global leader in specialty materials, since June 2024. 19 PART II
Stipancich has been a director of Mativ Holdings, Inc., a global leader in specialty materials, since 2024. 20 PART II
MINE SAFETY DISCLOSURES Not applicable. 18 EXECUTIVE OFFICERS OF THE REGISTRANT Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of February 24, 2025 is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the 2025 Annual Meeting of Shareholders.
MINE SAFETY DISCLOSURES Not applicable. 19 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of February 24, 2026 is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the 2026 Annual Meeting of Shareholders.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe stock price performance on the following graph is not necessarily indicative of future stock price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Roper Technologies, Inc. $ 100.00 $ 122.39 $ 140.35 $ 124.02 $ 157.40 $ 150.92 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P 500 IT 100.00 143.89 193.58 139.00 219.40 299.72 The information set forth in Item 12 under the heading “Securities Authorized for Issuance under Equity Compensation Plans” is incorporated herein by reference. 20 ITEM 6. [RESERVED] 21
Biggest changeThe stock price performance on the following graph is not necessarily indicative of future stock price performance. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Roper Technologies, Inc. $ 100.00 $ 114.68 $ 101.33 $ 128.61 $ 123.32 $ 106.25 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P 500 IT 100.00 134.53 96.60 152.48 208.30 258.38 The information set forth in Item 12 under the heading “Securities Authorized for Issuance under Equity Compensation Plans” is incorporated herein by reference. 21 Issuer Purchases of Equity Securities In October 2025, our Board of Directors approved a share repurchase program for the repurchase of up to $3,000.0 of our common stock.
This is the thirty-second consecutive year in which the Company has increased its dividend. The timing, declaration, and payment of future dividends will be at the sole discretion of our Board of Directors and will depend upon our profitability, cash flows, financial condition, capital needs, future prospects, and other factors deemed relevant by our Board of Directors.
This is the thirty-third consecutive year in which the Company has increased its dividend. The timing, declaration, and payment of future dividends will be at the sole discretion of our Board of Directors and will depend upon our profitability, cash flows, financial condition, capital needs, future prospects, and other factors deemed relevant by our Board of Directors.
Measurement points are the last trading day of each of our fiscal years ended December 31, 2019, 2020, 2021, 2022, 2023, and 2024. The graph assumes that $100.00 was invested on December 31, 2019 in our common stock, the S&P 500, and the S&P 500 IT and assumes the reinvestment of any dividends.
Measurement points are the last trading day of each of our fiscal years ended December 31, 2020, 2021, 2022, 2023, 2024, and 2025. The graph assumes that $100.00 was invested on December 31, 2020 in our common stock, the S&P 500, and the S&P 500 IT and assumes the reinvestment of any dividends.
The following graph compares, for the five year period ended December 31, 2024, the cumulative total stockholder return for our common stock, the Standard & Poor’s 500 Stock Index (the “S&P 500”), and the Standard & Poor’s 500 Information Technology Index (the “S&P 500 IT”).
The following graph compares, for the five year period ended December 31, 2025, the cumulative total stockholder return for our common stock, the Standard & Poor’s 500 Stock Index (the “S&P 500”), and the Standard & Poor’s 500 Information Technology Index (the “S&P 500 IT”).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on Nasdaq under the symbol “ROP.” Based on information available to us and our transfer agent, there were approximately 611 record holders of our common stock as of February 14, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on Nasdaq under the symbol “ROP.” Based on information available to us and our transfer agent, there were approximately 558 record holders of our common stock as of February 20, 2026.
Dividends – We have declared a cash dividend in each quarter since our February 1992 initial public offering and we have annually increased our dividend rate since our initial public offering. In November 2024, our Board of Directors increased the quarterly dividend paid January 17, 2025 to $0.825 per share from $0.75 per share, an increase of 10%.
Dividends – We have declared a cash dividend in each quarter since our February 1992 initial public offering and we have annually increased our dividend rate since our initial public offering. In November 2025, our Board of Directors increased the quarterly dividend paid January 16, 2026 to $0.91 per share from $0.825 per share, an increase of 10%.
Added
The repurchase program, announced on October 23, 2025, 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.
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Under the program, shares may be repurchased through open market purchases or privately negotiated transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
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Share repurchases for the three months ended December 31, 2025 were as follows (amounts in millions, except for average price paid per share): Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet be Purchased Under the Program October 1, 2025 - October 31, 2025 — $ — — $ 3,000.0 November 1, 2025 - November 30, 2025 0.763 $ 446.04 0.763 $ 2,659.4 December 1, 2025 - December 31, 2025 0.358 $ 445.50 0.358 $ 2,500.0 Total 1.121 1.121 (1) Average price paid per share excludes broker commissions, and excise tax required by the Inflation Reduction Act of 2022, as amended.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

53 edited+12 added−8 removed39 unchanged
Biggest changeThe following table sets forth selected information for the years indicated: Year ended December 31, 2024 2023 2022 Net revenues: Application Software (1) $ 3,868.3 $ 3,186.9 $ 2,639.5 Network Software (2) 1,475.6 1,439.4 1,378.5 Technology Enabled Products 1,695.3 1,551.5 1,353.8 Total consolidated $ 7,039.2 $ 6,177.8 $ 5,371.8 Gross margin: Application Software 68.4 % 68.9 % 68.8 % Network Software 85.0 % 85.1 % 84.6 % Technology Enabled Products 57.6 % 57.1 % 56.9 % Total consolidated 69.3 % 69.7 % 69.9 % Selling, general and administrative expenses: Application Software (42.0) % (43.1) % (41.8) % Network Software (39.9) % (41.2) % (43.2) % Technology Enabled Products (23.7) % (23.7) % (23.8) % Total consolidated (37.1) % (37.8) % (37.6) % Segment operating margin: Application Software 26.5 % 25.8 % 27.1 % Network Software 45.2 % 43.9 % 41.4 % Technology Enabled Products 33.9 % 33.4 % 33.2 % Total consolidated 32.2 % 31.9 % 32.3 % Corporate administrative expenses (3) (3.8) % (3.7) % (3.9) % Income from operations 28.4 28.2 28.4 Interest expense, net (3.7) (2.7) (3.6) Equity investments gain, net 3.3 2.7 — Other expense, net (0.1) — (0.9) Earnings before income taxes 27.9 28.2 23.9 Income taxes (5.9) (6.1) (5.5) Net earnings from continuing operations 22.0 % 22.2 % 18.3 % (1) Includes results from the acquisitions of Horizon Lab Systems, LLC from January 3, 2022, Common Cents Systems, Inc. from April 6, 2022, MGA Systems Holdings, Inc. from June 27, 2022, Common Sense Solutions, Inc. from July 12, 2022, viDesktop Inc. from August 19, 2022, TIP Technologies, Inc. from September 23, 2022, Frontline from October 4, 2022, Promium, L.L.C. from May 2, 2023, Syntellis from August 7, 2023, Replicon Inc. from August 21, 2023, ProPricer from December 26, 2023, Procare from February 26, 2024, Transact from August 20, 2024, and Surefyre, Inc. from November 4, 2024.
Biggest changeThe following table sets forth selected information for the years indicated: Year ended December 31, 2025 2024 2023 Net revenues: Application Software (1) $ 4,483.0 $ 3,868.3 $ 3,186.9 Network Software (2) 1,600.8 1,475.6 1,439.4 Technology Enabled Products (3) 1,818.7 1,695.3 1,551.5 Total $ 7,902.5 $ 7,039.2 $ 6,177.8 Gross margin: Application Software 68.5 % 68.4 % 68.9 % Network Software 84.1 % 85.0 % 85.1 % Technology Enabled Products 58.1 % 57.6 % 57.1 % Total 69.2 % 69.3 % 69.7 % Selling, general and administrative expenses: Application Software (41.6) % (42.0) % (43.1) % Network Software (40.6) % (39.9) % (41.2) % Technology Enabled Products (23.6) % (23.7) % (23.7) % Total (37.3) % (37.1) % (37.8) % Segment operating margin: Application Software 26.8 % 26.5 % 25.8 % Network Software 43.5 % 45.2 % 43.9 % Technology Enabled Products 34.5 % 33.9 % 33.4 % Total 32.0 % 32.2 % 31.9 % Corporate administrative expenses (4) (3.7) % (3.8) % (3.7) % Income from operations 28.3 % 28.4 % 28.2 % Interest expense, net (4.1) % (3.7) % (2.7) % Equity investments gain, net 0.3 % 3.3 % 2.7 % Other income (expense), net — % (0.1) % — % Earnings before income taxes 24.5 % 27.9 % 28.2 % Income taxes (5.1) % (5.9) % (6.1) % Net earnings from continuing operations 19.4 % 22.0 % 22.2 % (1) Includes results from the acquisitions of Promium, L.L.C. from May 2, 2023, Syntellis from August 7, 2023, Replicon Inc. from August 21, 2023, ProPricer from December 26, 2023, Procare from February 26, 2024, Transact from August 20, 2024, Surefyre, Inc. from November 4, 2024, CentralReach from April 23, 2025, Orchard Software from July 28, 2025, HerculesAI from August 8, 2025, Spectrum AI, Inc. from August 15, 2025, and Valuation Pricing Director Limited from October 23, 2025.
In evaluating the amortizable life for customer relationship intangible assets, management considers historical customer attrition patterns. 24 We evaluate whether there has been an impairment of identifiable intangible assets with definite useful economic lives, or of the remaining life of such assets, when certain indicators of impairment are present.
In evaluating the amortizable life for customer relationship intangible assets, management considers historical customer attrition patterns. We evaluate whether there has been an impairment of identifiable intangible assets with definite useful economic lives, or of the remaining life of such assets, when certain indicators of impairment are present.
A discussion of our significant accounting policies can also be found in the Notes to Consolidated Financial Statements for the year ended December 31, 2024 included in this Annual Report. GAAP offers acceptable alternative methods for accounting for certain issues affecting our financial results, such as determining inventory cost, depreciating long-lived assets and recognizing revenue.
A discussion of our significant accounting policies can also be found in the Notes to Consolidated Financial Statements for the year ended December 31, 2025 included in this Annual Report. GAAP offers acceptable alternative methods for accounting for certain issues affecting our financial results, such as determining inventory cost, depreciating long-lived assets, and recognizing revenue.
We also consider the specific future outlook for the reporting unit. 23 We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.
We also consider the specific future outlook for the reporting unit. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.
See Note 8 of the Notes to Consolidated Financial Statements included in this Annual Report. 2 Represents minimum fixed price purchase commitments that are legally binding across Roper. We believe that internally generated cash flows and the remaining availability under our unsecured credit facility will be adequate to finance our normal operating requirements.
See Note 7 of the Notes to Consolidated Financial Statements included in this Annual Report. 2 Represents minimum fixed price purchase commitments that are legally binding across Roper. We believe that internally generated cash flows and the remaining availability under our unsecured credit facility will be adequate to finance our normal operating requirements.
Discussions of our 2023 results compared to our 2022 results can be found within Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. Overview Roper Technologies, Inc. (“Roper,” the “Company,” “we,” “our,” or “us”) is a diversified technology company.
Discussions of our 2024 results compared to our 2023 results can be found within Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. Overview Roper Technologies, Inc. (“Roper,” the “Company,” “we,” “our,” or “us”) is a diversified technology company.
Borrowings under the Credit Agreement are prepayable at Roper’s option at any time in whole or in part without premium or penalty. We were in compliance with all debt covenants related to our unsecured credit facility throughout the years ended December 31, 2024 and 2023.
Borrowings under the Credit Agreement are prepayable at Roper’s option at any time in whole or in part without premium or penalty. We were in compliance with all debt covenants related to our unsecured credit facility throughout the years ended December 31, 2025 and 2024.
The Company determined that impairment of goodwill was not likely in any of its reporting units and thus was not required to perform a quantitative assessment for these reporting units as of October 1, 2024.
The Company determined that impairment of goodwill was not likely in any of its reporting units and thus was not required to perform a quantitative assessment for these reporting units as of October 1, 2025.
Any changes to the valuation estimates or assumptions, as described further in Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report, could produce significantly different results.
Any changes to the valuation estimates or assumptions, as described further in Note 9 of the Notes to Consolidated Financial Statements included in this Annual Report, could produce significantly different results.
Capital expenditures and capitalized software expenditures were relatively consistent as a percentage of annual net revenues in 2024 as compared to 2023.
Capital expenditures and capitalized software expenditures were relatively consistent as a percentage of annual net revenues in 2025 as compared to 2024.
At December 31, 2024, we also had $44.2 of other debt in the form of short-term borrowings and finance leases. We may redeem some or all of each outstanding series of senior 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.
At December 31, 2025, we also had $5.9 of other debt in the form of short-term borrowings and finance leases. We may redeem some or all of each outstanding series of senior 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.
Our 2024 effective income tax rate was 21.2% and our 2023 effective income tax rate was 21.5%. We expect the effective tax rate for 2025 to be approximately 21% to 22%. We account for goodwill in a purchase business combination as the excess purchase price over the fair value of the net identifiable assets acquired.
Our 2025 effective income tax rate was 20.6% and our 2024 effective income tax rate was 21.2%. We expect the effective tax rate for 2026 to be approximately 21% to 22%. We account for goodwill in a purchase business combination as the excess purchase price over the fair value of the net identifiable assets acquired.
Investing activities – Cash used in investing activities from continuing operations during 2024 was primarily for business acquisitions, most notably Procare and Transact, partially offset by proceeds from the sale of our equity investment in Certinia. Cash used in investing activities from continuing operations during 2023 was primarily for business acquisitions, most notably Syntellis and Replicon.
Cash used in investing activities during 2024 was primarily for business acquisitions, most notably Procare and Transact, partially offset by proceeds from the sale of our equity investment in Certinia.
However, the rate at which we can reduce our debt during 2025 (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, the impact of geopolitical and economic uncertainties, and the financial markets generally.
However, the rate at which we can reduce our debt during 2026 (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 geopolitical and economic uncertainties, and the financial markets generally.
As of December 31, 2024 and 2023, Roper held a 45.5% and 47.3% minority equity interest in Indicor Equity, LLC, respectively. This equity interest provides us with the ability to exercise significant influence, but not control, over the investee.
As of December 31, 2025 and 2024, Roper held a 43.8% and 45.5% minority equity interest in Indicor Equity, LLC, respectively. This equity interest provides us with the ability to exercise significant influence, but not control, over the investee.
Our management discusses those areas that require significant judgments with the Audit Committee of our Board of Directors. The Audit Committee has reviewed all financial disclosures in our annual filings with the SEC.
The development of accounting estimates is the responsibility of our management. Our management discusses those areas that require significant judgments with the Audit Committee of our Board of Directors. The Audit Committee has reviewed all financial disclosures in our annual filings with the SEC.
At December 31, 2024, we had $7,500.0 of senior unsecured notes, $125.0 of borrowings outstanding under our unsecured revolving credit facility and $6.8 of outstanding letters of credit at December 31, 2024, of which, $6.0 was covered by our lending group thereby reducing our revolving credit capacity commensurately.
At December 31, 2025, we had $8,500.0 of senior unsecured notes, $850.0 of borrowings outstanding under our unsecured revolving credit facility and $8.1 of outstanding letters of credit at December 31, 2025, of which, $6.2 was covered by our lending group thereby reducing our revolving credit capacity commensurately.
Consistent negative net working capital demonstrates Roper’s continued focus on asset-light business models. Total debt excluding unamortized debt issuance costs was $7,669.2 at December 31, 2024 (28.9% of total capital) as compared to $6,360.2 at December 31, 2023 (26.7% of total capital).
Consistent negative net working capital demonstrates Roper’s continued focus on asset-light business models. Debt Total debt excluding unamortized debt issuance costs was $9,355.9 at December 31, 2025 (32.0% of total capital) as compared to $7,669.2 at December 31, 2024 (28.9% of total capital).
The growth of 2.5% in organic revenues was led by our network software businesses serving the alternate site healthcare, life insurance/annuities, and construction markets, partially offset by a decline in our businesses serving the media and entertainment and freight match markets primarily related to end market conditions.
The growth of 4.1% in organic revenues was led by our network software businesses serving the freight match, construction, and alternate site healthcare markets, partially offset by a decline in our media and entertainment software business related to end-market conditions.
The resulting operating margin was 45.2% in the year ended December 31, 2024 as compared to 43.9% in the year ended December 31, 2023. In our Technology Enabled Products segment, net revenues were $1,695.3 for the year ended December 31, 2024 as compared to $1,551.5 for the year ended December 31, 2023.
The resulting operating margin was 43.5% in the year ended December 31, 2025 as compared to 45.2% in the year ended December 31, 2024. In our Technology Enabled Products segment, net revenues grew 7.3% to $1,818.7 for the year ended December 31, 2025 as compared to $1,695.3 for the year ended December 31, 2024.
As of the annual impairment test, Roper has 23 reporting units with individual goodwill amounts ranging from $17.5 to $3,363.7. In 2024, the Company performed its annual impairment test in the fourth quarter for all reporting units.
As of the annual impairment test, Roper has 25 reporting units with individual goodwill amounts ranging from $17.5 to $3,371.9. In 2025, the Company performed its annual impairment test in the fourth quarter for all reporting units.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All currency amounts are in millions unless specified This item generally discusses our 2024 results compared to our 2023 results.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Amounts are in millions unless specified, except per share data This item generally discusses our 2025 results compared to our 2024 results.
(3) Includes unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. 26 Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net revenues for the year ended December 31, 2024 were $7,039.2 as compared to $6,177.8 for the year ended December 31, 2023, an increase of 13.9%.
(4) Includes unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. 26 Year Ended December 31, 2025 compared to the Year Ended December 31, 2024 Net revenues for the year ended December 31, 2025 were $7,902.5 as compared to $7,039.2 for the year ended December 31, 2024, an increase of 12.3%.
The remaining portion of senior notes due September 15, 2024 were repaid using borrowings under our unsecured credit facility.
The remaining portion of senior notes due in September 2025 and the senior notes due in December 2025 were repaid using borrowings under our unsecured credit facility.
The components of revenue growth for the year ended December 31, 2024 were as follows: Application Software Network Software Technology Enabled Products Roper Total Revenue Growth 21.4 % 2.5 % 9.3 % 13.9 % Less Impact of: Acquisitions 15.7 — — 8.1 Foreign Exchange 0.1 — — — Organic Revenue Growth 5.6 % 2.5 % 9.3 % 5.8 % In our Application Software segment, net revenues for the year ended December 31, 2024 were $3,868.3 as compared to $3,186.9 for the year ended December 31, 2023.
The components of revenue growth for the year ended December 31, 2025 were as follows: Application Software Network Software Technology Enabled Products Roper Total Revenue Growth 15.9 % 8.5 % 7.3 % 12.3 % Less Impact of: Acquisitions 10.2 4.4 0.8 6.7 Foreign Exchange 0.3 — — 0.2 Organic Revenue Growth 5.4 % 4.1 % 6.5 % 5.4 % In our Application Software segment, net revenues grew 15.9% to $4,483.0 for the year ended December 31, 2025 as compared to $3,868.3 for the year ended December 31, 2024, led by acquisition contribution from Transact and CentralReach.
Our total debt increased at December 31, 2024 as compared to December 31, 2023 due primarily to the issuance of $2,000.0 of senior notes, partially offset by $500.0 of senior notes repaid at maturity and $235.0 of net repayments on our unsecured revolving credit facility.
Our total debt increased at December 31, 2025 as compared to December 31, 2024 due primarily to the issuance of $2,000.0 of senior notes in August 2025, and $725.0 of net borrowings under our unsecured revolving credit facility, partially offset by $1,000.0 of senior notes repaid at maturity.
In November 2022, Roper completed the divestiture of a majority equity stake in its industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable segment (collectively “Indicor”), to Clayton, Dubilier & Rice, LLC.
In November 2022, Roper completed the divestiture of a majority equity stake in its industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable segment (collectively “Indicor”), to CD&R. Following the sale of the majority equity stake, Roper retained a minority equity interest in Indicor.
Financing activities – Cash provided by financing activities from continuing operations during 2024 was primarily from the issuance of $2,000.0 of senior notes and net proceeds from stock-based compensation, partially offset by $500.0 of senior notes repaid at maturity, dividend payments, and $235.0 of net repayments on our unsecured revolving credit facility.
Financing activities Cash provided by financing activities during 2025 was primarily from the issuance of $2,000.0 of senior notes in August 2025, net borrowings of $725.0 under our unsecured revolving credit facility, and net proceeds from stock-based compensation, partially offset by $1,000.0 of senior notes repaid at maturity, $500.0 in repurchases of our common stock, and dividend payments.
The growth of 5.6% in organic revenues was broad-based across the segment led by our businesses serving the project-based business/government contracting, acute healthcare, property and casualty insurance, and legal markets.
The growth of 5.4% in organic revenues was broad-based across the segment led by our businesses serving the acute healthcare, property and casualty insurance, and legal markets, partially offset by a decrease in organic non-recurring revenue driven primarily by our business serving the government contracting market.
Other than the changes during 2023 as further described in Note 10 of our Notes to Consolidated Financial Statements with respect to the methodology used to value our equity investment in Indicor, we have not changed the application of acceptable accounting methods or the significant estimates affecting the application of these principles in the last three years in a manner that had a material effect on our Consolidated Financial Statements.
Other than the changes during 2023 as further described in Note 9 of our Notes to Consolidated Financial Statements with respect to the methodology used to value our equity investment in Indicor, we have not changed the application of acceptable accounting methods or the significant estimates affecting the application of these principles in the last three years in a manner that had a material effect on our Consolidated Financial Statements. 23 The preparation of financial statements in accordance with GAAP requires the use of estimates, assumptions, judgments, and interpretations that can affect the reported amounts of assets, liabilities, revenues and expenses, the disclosure of contingent assets and liabilities, and other supplemental disclosures.
The resulting operating margin was 26.5% in the year ended December 31, 2024 as compared to 25.8% in the year ended December 31, 2023. In our Network Software segment, net revenues were $1,475.6 for the year ended December 31, 2024 as compared to $1,439.4 for the year ended December 31, 2023.
The resulting operating margin was 26.8% in the year ended December 31, 2025 as compared to 26.5% in the year ended December 31, 2024. In our Network Software segment, net revenues grew 8.5% to $1,600.8 for the year ended December 31, 2025 as compared to $1,475.6 for the year ended December 31, 2024, led by acquisition contribution from Subsplash.
Equity investments gain, net, was $234.6 for the year ended December 31, 2024 due primarily to a $135.6 gain on the sale of our equity investment in Certinia, a $96.4 increase in the fair value of our equity investment in Indicor, and $10.8 of dividend 27 distributions received from Indicor, partially offset by our proportionate share of net loss associated with the investment in Certinia of $9.8 in accordance with the equity method of accounting.
Equity investments activity, net, was a gain of $234.6 for the year ended 27 December 31, 2024 due primarily to a $135.6 gain on the sale of our equity investment in Certinia and a $96.4 increase in the fair value of our equity investment in Indicor.
The net proceeds from the issuance of senior notes were used to repay a portion of the borrowings outstanding under our unsecured credit facility, including borrowings incurred to fund the purchase price of the Transact acquisition, as well as to repay a portion of the senior notes due September 15, 2024.
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 September 2025.
Cash used in financing activities from continuing operations during 2023 was primarily for $700.0 of senior notes repaid at maturity as well as dividend payments, partially offset by net borrowings of $360.0 under our unsecured revolving credit facility and net proceeds from stock-based compensation. 28 Net working capital (total current assets, excluding cash, less total current liabilities, excluding debt) was negative $1,434.6 at December 31, 2024 as compared to negative $1,196.6 at December 31, 2023, due primarily to increased deferred revenue as well as increases in accrued liabilities driven by accrued compensation and interest, partially offset by an increase in accounts receivable.
Cash provided by financing activities during 2024 was primarily from the issuance of $2,000.0 of senior notes in August 2024 and net proceeds from stock-based compensation, partially offset by $500.0 of senior notes repaid at maturity, dividend payments, and $235.0 of net repayments on our unsecured revolving credit facility. 28 Net working capital Net working capital (total current assets, excluding cash, less total current liabilities, excluding debt) was negative $1,389.7 at December 31, 2025 as compared to negative $1,434.6 at December 31, 2024, due primarily to an increase in accounts receivable, changes in tax-related balances, and an increase in prepaid expenses and other current assets, partially offset by increases in deferred revenue and other accrued liabilities.
The resulting operating margin was 33.9% in the year ended December 31, 2024 as compared to 33.4% in the year ended December 31, 2023. Corporate expenses increased by $40.7 to $267.4, or 3.8% of net revenues, in 2024 as compared to $226.7, or 3.7% of net revenues, in 2023.
The resulting operating margin was 34.5% in the year ended December 31, 2025 as compared to 33.9% in the year ended December 31, 2024. Corporate expenses increased by $22.8 to $290.2, or 3.7% of net revenues, in 2025 as compared to $267.4, or 3.8% of net revenues, in 2024. The dollar increase was due primarily to higher stock-based compensation expense.
While we use reasonable and timely information to prepare our cash flow and discount rate assumptions, actual future cash flows or market conditions could differ significantly and could result in future non-cash impairment charges related to recorded goodwill balances.
While we use reasonable and timely information to prepare our cash flow and discount rate assumptions, actual future cash flows or market conditions could differ significantly and could result in future non-cash impairment charges related to recorded goodwill balances. 24 Recently acquired reporting units generally represent a higher inherent risk of impairment, which typically decreases as the businesses are integrated into our enterprise.
Gross margin increased to 57.6% for the year ended December 31, 2024 as compared to 57.1% for the year ended December 31, 2023, due primarily to improved leverage on higher organic revenues and revenue mix. SG&A expenses as a percentage of net revenues remained consistent at 23.7% in both the years ending December 31, 2024 and 2023.
SG&A expenses as a percentage of net revenues improved slightly to 23.6% in the year ended December 31, 2025 as compared to 23.7% in the year ended December 31, 2024, due primarily to operating leverage on higher organic revenues, mostly offset by revenue mix.
The three reportable segments are as follows: –Application Software —Aderant, Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, Procare, Strata, Transact/CBORD, Vertafore –Network Software —ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters –Technology Enabled Products —CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon Financial information about our reportable segments is presented in Note 14 of the Notes to Consolidated Financial Statements included in this Annual Report. 22 Application of Critical Accounting Policies Our Consolidated Financial Statements are prepared in conformity with generally accepted accounting principles in the United States (“GAAP”).
The three reportable segments are as follows: –Application Software —Aderant, CentralReach, Clinisys, Data Innovations, Deltek, Frontline, IntelliTrans, PowerPlan, Procare, Strata, Transact/CBORD, and Vertafore; –Network Software —ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, MHA, SHP, SoftWriters, and Subsplash; –Technology Enabled Products —CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, and Verathon.
Selling, general and administrative (“SG&A”) expenses as a percentage of net revenues decreased to 42.0% in the year ended December 31, 2024 as compared to 43.1% in the year ended December 31, 2023, due primarily to lower SG&A profiles at Procare and Transact, which collectively reduced SG&A as a percentage of net revenues by 70 basis points, operating leverage on higher organic revenues, and cost synergies resulting from the integration of Syntellis.
Selling, general and administrative (“SG&A”) expenses as a percentage of net revenues improved to 41.6% in the year ended December 31, 2025 as compared to 42.0% in the year ended December 31, 2024, due primarily to operating leverage on higher organic revenues and cost synergies resulting from the integration of Transact with CBORD, partially offset by higher amortization of acquired intangibles from the acquisition of CentralReach.
Backlog is equal to our remaining performance obligations expected to be recognized as revenue within the next 12 months as discussed within Note 1 of the Notes to Consolidated Financial Statements.
Backlog is equal to our remaining performance obligations expected to be recognized as revenue within the next 12 months, as discussed within Note 1 of the Notes to Consolidated Financial Statements. Backlog increased 10.3% to $3,424.6 at December 31, 2025 as compared to $3,105.4 at December 31, 2024 due primarily to acquisitions and organic growth in our software segments.
Gross margin decreased to 68.4% for the year ended December 31, 2024 as compared to 68.9% for the year ended December 31, 2023, due primarily to a lower gross margin profile associated with the higher payments revenue mix at Procare and Transact, our 2024 acquisitions, whose results reduced gross margin by 180 basis points.
Gross margin increased slightly to 68.5% for the year ended December 31, 2025 as compared to 68.4% for the year ended December 31, 2024, due primarily to improved leverage on higher organic revenues, which was offset by a lower gross margin profile associated with the higher payments revenue mix at Transact.
Roper completed the 2021 Divestitures by March 2022. The financial results of Indicor and the 2021 Divestitures are reported as discontinued operations for all periods presented. Unless otherwise noted, discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to continuing operations.
See Note 9 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding Roper’s minority equity interest in Indicor. The financial results of Indicor are reported as discontinued operations for all periods presented. Unless otherwise noted, discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to continuing operations.
Equity investments gain, net, was $165.4 for the year ended December 31, 2023 due primarily to a $140.9 increase in the fair value of our equity investment in Indicor and $32.5 of dividend distributions received from Indicor, partially offset by our proportionate share of net loss associated with the investment in Certinia of $5.2.
Equity investments activity, net, was a gain of $25.5 for the year ended December 31, 2025 due primarily to a $24.0 increase in the fair value of our equity investment in Indicor.
The growth of 9.3% in organic revenues was led by our medical products businesses, excluding our precision measurement business, and growth in our water meter technology business. These increases were partially offset primarily by a decline in our access management businesses.
The growth of 6.5% 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.
In the future, we expect the aggregate of capital expenditures and capitalized software expenditures as a percentage of annual net revenues to be between 1.0% and 1.5%. 29 Material Contractual Cash Obligations All currency amounts are in millions The following table quantifies our material contractual cash obligations at December 31, 2024: Material contractual cash obligations 1 Payments due in fiscal year Total 2025 2026 2027 2028 2029 Thereafter Total debt $ 7,669.2 $ 1,044.1 $ 700.1 $ 825.0 $ 800.0 $ 1,200.0 $ 3,100.0 Senior note interest 1,315.6 244.3 215.4 188.8 179.0 145.4 342.7 Operating leases 221.9 51.7 43.6 36.5 28.7 20.3 41.1 Purchase obligations 2 1,252.2 582.2 215.4 159.1 148.9 137.7 8.9 Total $ 10,458.9 $ 1,922.3 $ 1,174.5 $ 1,209.4 $ 1,156.6 $ 1,503.4 $ 3,492.7 1 We have excluded the liability for uncertain tax positions and certain other tax liabilities as we are not able to reasonably estimate the timing of the payments.
Material Contractual Cash Obligations All currency amounts are in millions The following table quantifies our material contractual cash obligations at December 31, 2025: Material contractual cash obligations 1 Payments due in fiscal year Total 2026 2027 2028 2029 2030 Thereafter Total debt $ 9,355.9 $ 705.8 $ 1,550.1 $ 1,300.0 $ 1,200.0 $ 1,100.0 $ 3,500.0 Senior note interest 1,758.6 318.3 283.3 273.5 218.6 169.5 495.4 Operating leases 267.1 56.1 49.7 40.6 31.3 23.9 65.5 Purchase obligations 2 1,391.4 620.5 336.7 258.6 160.4 7.9 7.3 Total $ 12,773.0 $ 1,700.7 $ 2,219.8 $ 1,872.7 $ 1,610.3 $ 1,301.3 $ 4,068.2 1 We have excluded the liability for uncertain tax positions and certain other tax liabilities as we are not able to reasonably estimate the timing of the payments.
Backlog as of December 31, 2024 2023 Change Application Software $ 2,274.6 $ 2,136.1 6.5 % Network Software 515.8 493.6 4.5 % Technology Enabled Products 315.0 526.9 (40.2) % Total $ 3,105.4 $ 3,156.6 (1.6) % Financial Condition, Liquidity, and Capital Resources All currency amounts are in millions unless specified Selected cash flows for the years ended December 31, 2024 and 2023 were as follows: 2024 2023 Cash provided by (used in) continuing operations from: Operating activities $ 2,393.2 $ 2,037.4 Investing activities $ (3,468.5) $ (2,128.3) Financing activities $ 1,069.5 $ (499.5) Operating activities – Net cash provided by operating activities from continuing operations increased by 17% to $2,393.2 in 2024 as compared to $2,037.4 in 2023 due primarily to higher net earnings from continuing operations net of non-cash expenses, increased collections on accounts receivable, the absence of the cash payment from the prior year of $45.0 related to the settlement of a patent litigation matter, and timing associated with interest payments on our senior notes issued in 2024, partially offset by higher cash taxes paid.
Backlog as of December 31, 2025 2024 Change Application Software $ 2,533.2 $ 2,274.6 11.4 % Network Software 578.1 515.8 12.1 % Technology Enabled Products 313.3 315.0 (0.5) % Total $ 3,424.6 $ 3,105.4 10.3 % Financial Condition, Liquidity, and Capital Resources Amounts are in millions unless specified, except per share data Selected cash flows for the years ended December 31, 2025 and 2024 were as follows: 2025 2024 Cash provided by (used in): Operating activities $ 2,540.3 $ 2,393.2 Investing activities $ (3,388.0) $ (3,468.5) Financing activities $ 923.6 $ 1,069.5 Operating activities Net cash provided by operating activities increased by 6% to $2,540.3 in 2025 as compared to $2,393.2 in 2024 due primarily to the change in net earnings before 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 (“Section 174”) associated with the enactment of the One Big Beautiful Bill Act (the “OBBBA”).
(2) Includes results from the acquisition of Trucker Tools, LLC from December 17, 2024.
(2) Includes results from the acquisitions of Trucker Tools, LLC from December 17, 2024, Outgo from May 15, 2025, Subsplash from July 25, 2025, and Convoy from July 30, 2025. (3) Includes results from the acquisition of Muni-Link from February 19, 2025.
Gross margin remained relatively consistent at 85.0% for the year ended December 31, 2024 as compared to 85.1% for the year ended December 31, 2023.
Gross margin decreased to 84.1% for the year ended December 31, 2025 as compared to 85.0% for the year ended December 31, 2024, due primarily to gross margin profiles associated with our 2025 acquisitions, predominantly driven by the payments revenue mix at Subsplash.
SG&A expenses as a percentage of net revenues decreased to 39.9% in the year ended December 31, 2024, as compared to 41.2% in the year ended December 31, 2023, due primarily to expense reductions resulting from cost structure rationalization at our businesses serving the freight match market and operating leverage on higher organic revenues.
SG&A expenses as a percentage of net revenues increased to 40.6% in the year ended December 31, 2025 as compared to 39.9% in the year ended December 31, 2024, due primarily to higher amortization of acquired intangibles and SG&A profiles associated with our 2025 acquisitions.
Our 2024 effective income tax rate of 21.2% decreased as compared to our 2023 tax rate of 21.5%, due primarily to the release of valuation allowances, partially offset by a reduction in stock-based compensation tax benefits.
Our 2025 effective income tax rate of 20.6% decreased as compared to our 2024 tax rate of 21.2%, due primarily to favorable rate impacts from the recognition of a net tax benefit associated with legal entity restructuring and a reduction in state taxes, partially offset by the non-recurrence of prior year valuation allowance releases.
Refer to Note 3 of the Notes to Consolidated Financial Statements included in this Annual Report for further information regarding discontinued operations. Segment Reporting Roper’s segment reporting structure is based on business model and delivery of performance obligations.
Segment Reporting Roper’s segment reporting structure is based on business model and delivery of performance obligations.
The dollar increase was due primarily to higher stock-based compensation expense as well as expense associated with settled litigation. Interest expense, net, increased by $94.5, or a 57.4% increase, to $259.2 for the year ended December 31, 2024 as compared to $164.7 for the year ended December 31, 2023.
Interest expense, net, increased to $325.0 for the year ended December 31, 2025 as compared to $259.2 for the year ended December 31, 2024. The increase was due primarily to a higher weighted-average fixed-rate debt balance and fixed-rate debt interest rate, partially offset by lower weighted-average borrowings on our revolving credit facility.
The decrease was primarily due to cash repatriation of $270.9, partially offset by cash generated at our foreign subsidiaries. We intend to repatriate substantially all historical and future earnings. Capital expenditures were $66.0 and $68.0 during 2024 and 2023, respectively. Capitalized software expenditures were $45.0 and $40.0 during 2024 and 2023, respectively.
We intend to repatriate substantially all historical and future foreign earnings that can be repatriated without incremental U.S. federal tax cost. Capitalized expenditures Capital expenditures were $47.4 and $66.0 during 2025 and 2024, respectively. Capitalized software expenditures were $57.3 and $45.0 during 2025 and 2024, respectively.
Removed
Following the sale of the majority equity stake, Roper retained a minority equity interest in Indicor. See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding Roper’s minority equity interest in Indicor. During 2021, Roper entered into definitive agreements to divest its TransCore, Zetec, and CIVCO Radiotherapy businesses (“2021 Divestitures”).
Added
Financial information about our reportable segments is presented in Note 14 of the Notes to Consolidated Financial Statements included in this Annual Report. Application of Critical Accounting Policies Our Consolidated Financial Statements are prepared in conformity with generally accepted accounting principles in the United States (“GAAP”).
Removed
The preparation of financial statements in accordance with GAAP requires the use of estimates, assumptions, judgments, and interpretations that can affect the reported amounts of assets, liabilities, revenues and expenses, the disclosure of contingent assets and liabilities, and other supplemental disclosures. The development of accounting estimates is the responsibility of our management.
Added
Gross margin increased to 58.1% for the year ended December 31, 2025 as compared to 57.6% for the year ended December 31, 2024, due primarily to improved leverage on higher organic revenues at our precision measurement business as well as revenue mix.
Removed
Recently acquired reporting units generally represent a higher inherent risk of impairment, which typically decreases as the businesses are integrated into our enterprise.
Added
Changes in the fair value of our Indicor equity investment are primarily due to fluctuations in the equity values of comparable guideline public companies.
Removed
This decrease was partially offset by improved leverage on higher organic revenues.
Added
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. Investing activities Cash used in investing activities during 2025 was primarily for the acquisitions of CentralReach, Subsplash, Convoy, and Orchard Software.
Removed
The increase was due primarily to higher weighted average debt balances and less interest income earned on our cash and cash equivalents.
Added
We are also entitled to redeem some or all of each outstanding series of senior notes at 100% of their principal amount plus accrued and unpaid interest, on or after applicable dates in advance of maturity. See Note 8 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding our debt.
Removed
Other expense, net, of $5.0 for the year ended December 31, 2024 was composed primarily of foreign exchange losses at our non-U.S. based subsidiaries. Other expense, net, of $2.8 for the year ended December 31, 2023 was composed primarily of foreign exchanges losses at our non-U.S. based subsidiaries, partially offset by a gain on the sale of non-operating assets.
Added
Foreign cash, and cash equivalents Cash and cash equivalents held at our foreign subsidiaries totaled $171.2 at December 31, 2025 as compared to $130.8 at December 31, 2024, an increase of 30.9%. The increase was primarily due to cash generated at our foreign subsidiaries, partially offset by cash repatriation of $305.7.
Removed
Backlog decreased 1.6% to $3,105.4 at December 31, 2024 as compared to $3,156.6 at December 31, 2023 due primarily to a decrease in our Technology Enabled Products segment associated with the normalization of supply chain ordering patterns, partially offset by acquisitions and organic growth in our Application Software segment.
Added
In the future, we expect the aggregate of capital expenditures and capitalized software expenditures as a percentage of annual net revenues to be between 1.0% and 1.5%. 29 Tax legislation The enactment of the OBBBA on July 4, 2025, introduced various tax reform provisions, including the repeal of the requirement to capitalize and amortize domestic R&D expenditures under Section 174.
Removed
See Note 9 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding our debt. Cash and cash equivalents held at our foreign subsidiaries totaled $130.8 at December 31, 2024 as compared to $148.3 at December 31, 2023, a decrease of 11.8%.
Added
The legislation includes multiple effective dates and, as enacted, did not have a material impact on our 2025 annual effective tax rate and is not expected to have a significant impact on our annual effective tax rate in future years. We continue to assess the broader impacts of the OBBBA.
Added
The OBBBA repealed the domestic capitalization of R&D under Section 174, which resulted in a cash tax benefit of approximately $150 in 2025. The remaining cash tax benefit associated with the enactment of the OBBBA is expected to be utilized over the next three to five years.
Added
Management expects annual cash tax payments as a percentage of pre-tax earnings to be relatively consistent on a go-forward basis. Share repurchase program In October 2025, our Board approved a share repurchase program for the repurchase of up to $3,000.0 of our common stock.
Added
During the fourth quarter of 2025, we repurchased 1.121 shares of our common stock for an aggregate purchase price of $500.0 and an average price paid per share of $445.87, excluding broker commissions and excise tax. As of December 31, 2025, $2,500.0 of the originally authorized amount under the share repurchase program remained available for future repurchases.
Added
From January 1, 2026 to February 20, 2026, we repurchased 3.723 shares of our common stock for an aggregate purchase price of $1,313.5 and an average price paid per share of $352.80, excluding broker commissions and excise tax. As of February 20, 2026, $1,186.5 of the originally authorized amount under the share repurchase program remained available for future repurchases.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed5 unchanged
Biggest changeAt December 31, 2024, the prevailing market rates for each of our long-term notes was at least 0.4% but no more than 3.7% higher than the fixed rates on our debt instruments. Our unsecured credit facility contains a $3,500.0 variable-rate revolver with $125.0 of outstanding borrowings at December 31, 2024.
Biggest changeAt December 31, 2025, the prevailing market rates for each of our long-term notes were between 0.3% lower and 2.8% higher than the fixed rates on our debt instruments. Our unsecured credit facility contains a $3,500.0 variable-rate revolver with $850.0 of outstanding borrowings at December 31, 2025.
If these currency exchange rates had been 10% different throughout 2024 compared to currency exchange rates actually experienced, the impact on our net earnings would have been less than 1%. We are exposed to equity price risk as it relates to the change in fair value of our equity investment in Indicor.
If these currency exchange rates had been 10% different throughout 2025 compared to currency exchange rates actually experienced, the impact on our net earnings would have been less than 1%. We are exposed to equity price risk as it relates to the change in fair value of our equity investment in Indicor.
Net revenues recognized by our companies whose functional currency is not the U.S. dollar were approximately 9% of our total net revenues in 2024 and approximately 88% of these net revenues were recognized by our companies with a functional currency that is either the British pound, Canadian dollar, or euro.
Net revenues recognized by our companies whose functional currency is not the U.S. dollar were approximately 9% of our total net revenues in 2025 and approximately 88% of these net revenues were recognized by our companies with a functional currency that is either the British pound, Canadian dollar, or euro.
A hypothetical 10% decrease in the fair value of our equity investment in Indicor based on the balance at December 31, 2024 would result in a non-cash charge within non-operating income of approximately $77.2. See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment.
A hypothetical 10% decrease in the fair value of our equity investment in Indicor based on the balance at December 31, 2025 would result in a non-cash charge within non-operating income of approximately $79.6. See Note 9 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information on this equity investment.
We are also exposed to equity price risk as it relates to the change in fair value of our equity investment in Indicor, and to equity market risks pertaining to the traded price of our common stock. At December 31, 2024, we had $7,500.0 of fixed-rate borrowings with interest rates ranging from 1.00% to 4.90%.
We are also exposed to equity price risk as it relates to the change in fair value of our equity investment in Indicor, and to equity market risks pertaining to the traded price of our common stock. At December 31, 2025, we had $8,500.0 of fixed-rate borrowings with interest rates ranging from 1.40% to 5.10%.

Other ROP 10-K year-over-year comparisons