Rockwell Automation (NYSE: ROK) posts strong Q1 2026 growth with higher margins and EPS

Rhea-AI Filing Summary

Rockwell Automation reports strong first-quarter fiscal 2026 results for the three months ended December 31, 2025, with sales of $2.105 billion, up 12% year over year. Net income attributable to the company rose to $305 million, and diluted EPS increased to $2.69 from $1.61.

Adjusted EPS reached $2.75, up 49%, as total segment operating margin improved to 20.7% from 17.1%, driven by higher volume, favorable pricing versus input costs, and mix. Intelligent Devices and Software & Control posted double-digit organic growth, while Lifecycle Services margins improved despite lower sales.

Cash provided by operating activities was $234 million and free cash flow was $170 million, both below the prior year mainly due to incentive compensation payouts and higher working capital. The company ended the quarter with $444 million of cash and cash equivalents and maintained 112.4 million shares outstanding, after repurchasing about 0.4 million shares.

Positive

• Strong top-line and earnings growth: Sales rose 12% to $2.105 billion, total segment operating earnings increased from $321 million to $435 million, and Adjusted EPS climbed 49% to $2.75 year over year.
• Meaningful margin expansion: Pre-tax margin improved from 11.3% to 16.2%, and total segment operating margin rose from 17.1% to 20.7%, driven by higher volume, pricing above input costs, and favorable mix.

Negative

• None.

Insights

Equity analyst – industrials and automation

Quarter shows robust growth, margin expansion, and strong balance sheet flexibility.

Sales grew to $2.105 billion, up 12% year over year, with about 10% organic growth. Segment operating earnings rose from $321 million to $435 million, lifting total segment operating margin from 17.1% to 20.7%. This reflects higher volumes, pricing ahead of input costs, and favorable mix.

Diluted EPS increased to $2.69 from $1.61, while Adjusted EPS reached $2.75, up 49%. Software & Control posted a 31.2% segment margin and Intelligent Devices 17.3%, both meaningfully higher than a year ago. Lifecycle Services margins also improved despite a 4% sales decline, helped by productivity and project execution.

Free cash flow of $170 million was below the prior year, mainly because incentive compensation tied to fiscal 2025 performance was paid in this quarter and working capital increased. Leverage remains manageable, with commercial paper of $671 million and access to a $1.5 billion revolving credit facility expiring in 2030. Ongoing investments in new Wisconsin facilities and the planned dissolution of the Sensia joint venture are notable strategic moves disclosed for this period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

_________________________________________

FORM 10-Q 

_________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______ to _______

Commission file number 1-12383

_________________________________________

Rockwell Automation, Inc.

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware									25-1797617
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
1201 South Second Street
Milwaukee,			Wisconsin						53204
(Address of principal executive offices)									(Zip Code)

+1 (414) 382-2000

(Registrant’s telephone number, including area code) 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock ($1.00 par value)

ROK

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No  ☑

112,357,908 shares of registrant’s Common Stock were outstanding on December 31, 2025.

Table of Contents

INDEX

			Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet			4
Consolidated Statement of Operations			5
Consolidated Statement of Comprehensive Income			6
Consolidated Statement of Cash Flows			7
Consolidated Statement of Shareowners' Equity			8
Notes to Consolidated Financial Statements			9
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			39
Item 4. Controls and Procedures			39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 5. Other Information			41
Item 6. Exhibits			42
Signatures			43

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKWELL AUTOMATION, INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in millions, except per share amounts)

			December 31, 2025						September 30, 2025
ASSETS
Current assets
Cash and cash equivalents			$	444					$	468
Receivables			1,773						1,931
Inventories			1,218						1,247
Other current assets			296						265
Current assets held for sale			258						—
Total current assets			3,989						3,911
Property, net of accumulated depreciation of $2,017 and $1,997, respectively			831						797
Operating lease right-of-use assets			362						403
Goodwill			3,852						3,839
Other intangible assets, net			775						864
Deferred income taxes			596						596
Other assets			825						809
Total			$	11,230					$	11,219
LIABILITIES AND SHAREOWNERS’ EQUITY
Current liabilities
Short-term debt			$	762					$	608
Current portion of long-term debt			64						2
Accounts payable			774						930
Compensation and benefits			305						432
Contract liabilities			617						621
Customer returns, rebates, and incentives			335						347
Other current liabilities			530						505
Current liabilities related to assets held for sale			65						—
Total current liabilities			3,452						3,445
Long-term debt			2,574						2,614
Retirement benefits			407						406
Operating lease liabilities			284						329
Other liabilities			713						714
Commitments and contingent liabilities (Note 12)
Shareowners’ equity
Common stock ($1.00 par value, shares issued: 141.4)			141						141
Additional paid-in capital			2,296						2,283
Retained earnings			5,571						5,422
Accumulated other comprehensive loss			(624)						(657)
Common stock in treasury, at cost (shares held: 29.0 and 29.0, respectively)			(3,638)						(3,535)
Shareowners’ equity attributable to Rockwell Automation, Inc.			3,746						3,654
Noncontrolling interests			54						57
Total shareowners’ equity			3,800						3,711
Total			$	11,230					$	11,219

See Notes to Consolidated Financial Statements.

4

Table of Contents

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(in millions, except per share amounts)

			Three Months Ended December 31,
			2025						2024
Sales
Products and solutions			$	1,867					$	1,639
Services			238						242
			2,105						1,881
Cost of sales
Products and solutions			(965)						(873)
Services			(124)						(130)
			(1,089)						(1,003)
Gross profit			1,016						878
Selling, general and administrative expenses			(478)						(476)
Engineering and development			(172)						(156)
Other income (Note 10)			8						6
Interest expense			(32)						(39)
Income before income taxes			342						213
Income tax provision (Note 14)			(40)						(35)
Net income			302						178
Net loss attributable to noncontrolling interests			(3)						(6)
Net income attributable to Rockwell Automation, Inc.			$	305					$	184
Earnings per share:
Basic			$	2.71					$	1.62
Diluted			$	2.69					$	1.61
Weighted average outstanding shares:
Basic			112.3						113.0
Diluted			112.9						113.5

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)

			Three Months Ended December 31,
			2025						2024
Net income			$	302					$	178
Other comprehensive income (loss)
Pension and other postretirement benefit plan adjustments (net of tax expense of $1 and $2)			3						5
Currency translation adjustments			27						(130)
Net change in cash flow hedges (net of tax expense of $1 and $11)			3						25
Other comprehensive income (loss)			33						(100)
Comprehensive income			335						78
Comprehensive loss attributable to noncontrolling interests			(3)						(6)
Comprehensive income attributable to Rockwell Automation, Inc.			$	338					$	84

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(in millions)

			Three Months Ended December 31,
			2025						2024
Operating activities:
Net income			$	302					$	178
Adjustments to arrive at cash provided by operating activities
Depreciation			44						40
Amortization of intangible assets			34						38
Share-based compensation expense			21						23
Retirement benefit expense			6						10
Pension contributions			(2)						(3)
Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments
Receivables			78						73
Inventories			(20)						27
Accounts payable			(103)						(25)
Contract liabilities			20						42
Compensation and benefits			(124)						(12)
Income taxes			5						(8)
Other assets and liabilities			(27)						(19)
Cash provided by operating activities			234						364
Investing activities:
Capital expenditures			(64)						(71)
Purchases of investments			(5)						—
Other investing activities			—						(12)
Cash used for investing activities			(69)						(83)
Financing activities:
Net issuance (repayment) of short-term debt			149						(28)
Issuance of short-term debt, net of issuance costs			33						—
Repayment of short-term debt			(70)						—
Cash dividends			(156)						(149)
Purchases of treasury stock			(153)						(100)
Proceeds from the exercise of stock options			41						28
Other financing activities			3						(5)
Cash used for financing activities			(153)						(254)
Effect of exchange rate changes on cash			3						(27)
Increase in cash, cash equivalents, and cash included in assets held for sale			15						—
Cash and cash equivalents at beginning of period			468						471
Cash, cash equivalents, and cash included in assets held for sale at end of period			$	483					$	471
Cash included in assets held for sale			(39)						—
Total cash and cash equivalents at the end of the period			$	444					$	471

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY

(Unaudited)

(in millions, except per share amounts)

						Common stock						Additional paid-in capital						Retained earnings						Accumulated other comprehensive loss						Common stock in treasury, at cost						Total attributable to Rockwell Automation, Inc.						Noncontrolling interests						Total shareowners' equity
Balance at September 30, 2025						$	141					$	2,283					$	5,422					$	(657)					$	(3,535)					$	3,654					$	57					$	3,711
Net income (loss)						—						—						305						—						—						305						(3)						302
Other comprehensive income						—						—						—						33						—						33						—						33
Common stock issued (including share-based compensation impact)						—						13						—						—						48						61						—						61
Share repurchases						—						—						—						—						(151)						(151)						—						(151)
Cash dividends declared (1)						—						—						(156)						—						—						(156)						—						(156)
Balance at December 31, 2025						$	141					$	2,296					$	5,571					$	(624)					$	(3,638)					$	3,746					$	54					$	3,800

						Common stock						Additional paid-in capital						Retained earnings						Accumulated other comprehensive loss						Common stock in treasury, at cost						Total attributable to Rockwell Automation, Inc.						Noncontrolling interests						Total shareowners' equity
Balance at September 30, 2024						$	181					$	2,188					$	9,635					$	(772)					$	(7,734)					$	3,498					$	177					$	3,675
Net income (loss)						—						—						184						—						—						184						(6)						178
Other comprehensive loss						—						—						—						(100)						—						(100)						—						(100)
Common stock issued (including share-based compensation impact)						—						12						—						—						39						51						—						51
Share repurchases						—						—						—						—						(99)						(99)						—						(99)
Share retirement (2)						(40)						—						(4,489)						—						4,529						—						—						—
Cash dividends declared (1)						—						—						(149)						—						—						(149)						—						(149)
Balance at December 31, 2024						$	141					$	2,200					$	5,181					$	(872)					$	(3,265)					$	3,385					$	171					$	3,556

(1) Cash dividends were $1.38 per share and $1.31 per share in the three months ended December 31, 2025 and 2024, respectively.

(2) In the three months ended December 31, 2024, we retired 40 million shares of common stock that we held in our treasury. These shares are now designated as authorized and unissued.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Accounting Policies

In the opinion of management of Rockwell Automation, Inc. (Rockwell Automation or the Company), the unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented and, except as otherwise indicated, such adjustments consist only of those of a normal, recurring nature. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The results of operations for the three months ended December 31, 2025, are not necessarily indicative of the results for the full year. All date references to years and quarters herein refer to our fiscal year and fiscal quarter, unless otherwise stated.

Certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to Engineering and development to conform to the current-year presentation, which we believe enhances transparency and provides a clearer view of overall business performance. This revised presentation also aligns more closely with the reporting practices of our industry peers, facilitating improved comparability for stakeholders. These reclassifications had no impact on net income, earnings per share, cash flows, segment operating earnings, or the financial position of the Company. For the three months ended December 31, 2024, the reclassifications resulted in a decrease to Cost of sales in the amount of $156 million.

Assets and Related Liabilities Held for Sale

During the fourth quarter of fiscal 2025, as a result of the historical financial performance of the Sensia joint venture not achieving expectations, a strategic review by the partners resulted in a decision to pursue an orderly dissolution. The decision by the joint venture partners was a triggering event that resulted in goodwill and intangible assets pre-tax, non-cash impairment charges of $161 million and $63 million, respectively, during the quarter ended September 30, 2025.

The joint venture partners signed a separation agreement in December 2025, including a plan for distribution of joint venture assets and related terms and conditions. The transaction is expected to close on April 1, 2026. The disposal group met the criteria to be classified as held for sale under ASC 360-10-45 during the quarter ended December 31, 2025. The assets and liabilities of the disposal group have been separately presented on the Consolidated Balance Sheet as Current assets held for sale and Current liabilities related to assets held for sale. Based on the planned distribution of assets and terms and conditions of the separation agreement, the carrying value of the disposal group approximates fair value less cost to sell at December 31, 2025.

The following table summarizes the major classes of assets and liabilities classified as held for sale as of December 31, 2025:

			December 31, 2025
Cash and cash equivalents			$	39
Receivables			86
Inventories			57
Other current assets			6
Property, net			5
Operating lease right-of-use assets			9
Other intangible assets, net			56
Assets held for sale			258
Accounts payable			23
Compensation and benefits			5
Contract liabilities			18
Other current liabilities			9
Operating lease liabilities			7
Other liabilities			3
Liabilities related to assets held for sale			$	65

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Receivables

We record an allowance for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. Receivables are recorded net of an allowance for doubtful accounts of $20 million at December 31, 2025, and $21 million at September 30, 2025. The changes to our allowance for doubtful accounts during the three months ended December 31, 2025 and 2024, were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.

Earnings Per Share

The following table reconciles basic and diluted earnings per share (EPS) amounts (in millions, except per share amounts):

			Three Months Ended December 31,
			2025						2024
Net income attributable to Rockwell Automation, Inc.			$	305					$	184
Less: Allocation to participating securities			(1)						(1)
Net income available to common shareowners			$	304					$	183
Basic weighted average outstanding shares			112.3						113.0
Effect of dilutive securities
Stock options			0.5						0.5
Performance shares			0.1						—
Diluted weighted average outstanding shares			112.9						113.5
Earnings per share:
Basic			$	2.71					$	1.62
Diluted			$	2.69					$	1.61

For the three months ended December 31, 2025 and 2024, there were 0.4 million and 0.7 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive.

Non-Cash Investing and Financing Activities

Capital expenditures of $21 million and $11 million were accrued within Accounts payable and Other current liabilities at December 31, 2025 and 2024, respectively. Outstanding common stock share repurchases of $2 million and $1 million that did not settle until the next quarter were accrued within Accounts payable at December 31, 2025 and 2024, respectively. These non-cash investing and financing activities have been excluded from cash used for capital expenditures and treasury stock purchases in the Consolidated Statement of Cash Flows.

In December 2025, we entered into a definitive agreement to purchase our manufacturing facility in Mequon, Wisconsin, for $63 million. The facility had previously been leased by us and accounted for as an operating lease. The transaction was accounted for as a lease modification with a purchase option that was reasonably certain to be exercised, resulting in a change in classification from an operating lease to a finance lease as of December 31, 2025. As a result of the modification, we recognized an increase of $53 million in Property, net, an increase of $62 million in Current portion of long‑term debt, and the derecognition of the related right‑of‑use asset, lease liability, and asset retirement obligation of $16 million, $23 million, and $2 million, respectively. The purchase closed in January 2026.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Supplier Financing Arrangements

The Company maintains agreements with third-party financial institutions that offer voluntary supply chain financing (SCF) programs to suppliers. The SCF programs enable suppliers, at their sole discretion, to sell their receivables to third-party financial institutions in order to receive payment on receivables earlier than the negotiated commercial terms between suppliers and the Company. Supplier sale of receivables to third-party financial institutions is on terms negotiated between the supplier and the respective third-party financial institution. The Company agrees on commercial terms for the goods and services procured from suppliers, including prices, quantities, and payment terms, regardless of whether the supplier elects to participate in the SCF programs. A supplier’s voluntary participation in the SCF programs has no bearing on the Company's payment terms and the Company has no economic interest in a supplier’s decision to participate in the SCF programs. The Company agrees to pay participating third-party financial institutions the stated amount of confirmed invoices from suppliers on the original maturity dates of the invoices.

Amounts outstanding related to SCF programs are included in Accounts payable in the Consolidated Balance Sheet and in changes in Accounts payable on the Consolidated Statement of Cash Flows. The impact of these programs is not material to the Company's overall liquidity.

The rollforward of our outstanding obligations under the SCF programs is as follows (in millions):

			December 31, 2025						December 31, 2024
Beginning balance			$	68					$	77
Invoices confirmed during the period			58						56
Payments made during the period			(64)						(65)
Ending balance			$	62					$	68

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which requires expanded annual disclosures to the income tax rate reconciliation and the amount of income taxes paid. We will expand our disclosures in our 2026 Annual Report on Form 10-K when the standard becomes effective for us.

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of certain expense amounts comprising Cost of sales and Selling, general and administrative expenses, as well as a qualitative description of the remaining expense amounts. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of this standard. We will expand our disclosures in our 2028 Annual Report on Form 10-K when the standard becomes effective for us.

In September 2025, the FASB issued ASU 2025-06, which modernizes the internal-use software guidance in Subtopic 350-40 by removing software development considerations, and clarifies the threshold applied to begin capitalizing costs. We are evaluating and quantifying the impact from this standard, which will be effective for us in fiscal 2029.

We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

2. Revenue Recognition

Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.

Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.

Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices segment is predominantly comprised of product sales, which are recognized at a point in time. Revenue from the Software & Control segment is comprised of product sales, which are recognized at a point in time, and software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 15 for more information.

In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors.

Unfulfilled Performance Obligations

As of December 31, 2025, we expect to recognize approximately $1,460 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $875 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter.

We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of December 31, 2025.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Disaggregation of Revenue

The following table presents our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.

						Three Months Ended December 31, 2025
						North America						Europe, Middle East, and Africa						Asia Pacific						Latin America						Total
Intelligent Devices						$	650					$	141					$	96					$	66					$	953
Software & Control						430						91						66						42						629
Lifecycle Services						259						140						93						31						523
Total Company Sales						$	1,339					$	372					$	255					$	139					$	2,105

						Three Months Ended December 31, 2024
						North America						Europe, Middle East, and Africa						Asia Pacific						Latin America						Total
Intelligent Devices						$	519					$	135					$	86					$	66					$	806
Software & Control						365						73						55						36						529
Lifecycle Services						266						124						110						46						546
Total Company Sales						$	1,150					$	332					$	251					$	148					$	1,881

Contract Liabilities

Contract liabilities primarily relate to consideration received in advance of performance under the contract.

Below is a summary of our Contract liabilities balance, the portion not expected to be recognized within twelve months is included within Other liabilities in the Consolidated Balance Sheet (in millions):

			December 31, 2025						December 31, 2024
Balance as of beginning of year			$	695					$	653
Balance as of end of period			698						680

The most significant changes in our Contract liabilities balance during both the three months ended December 31, 2025 and 2024, were due to amounts billed during the period, partially offset by revenue recognized that was included in the Contract liabilities balance at the beginning of the period and revenue recognized on amounts billed during the period.

In the three months ended December 31, 2025, we recognized revenue of approximately $254 million that was included in the Contract liabilities balance at September 30, 2025. In the three months ended December 31, 2024, we recognized revenue of approximately $273 million that was included in the Contract liabilities balance at September 30, 2024. We did not have a material amount of revenue recognized in the three months ended December 31, 2025 and 2024, from performance obligations satisfied or partially satisfied in previous periods.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

3. Share-Based Compensation

We recognized $21 million and $23 million of pre-tax share-based compensation expense during the three months ended December 31, 2025 and 2024, respectively. Our annual grant of share-based compensation takes place during the first quarter of each year. The number of shares granted to employees and non-employee directors and the weighted average fair value per share during the periods presented were (in thousands, except per share amounts):

			Three Months Ended December 31,
			2025												2024
			Grants						Wtd. Avg. Share Fair Value						Grants						Wtd. Avg. Share Fair Value
Stock options			201						$	117.15					190						$	93.48
Performance shares			51						591.67						58						387.72
Restricted stock units			161						399.94						86						296.48
Unrestricted stock			3						402.22						6						297.10

4. Inventories

Inventories consist of (in millions):

			December 31, 2025						September 30, 2025
Finished goods			$	456					$	502
Work in process			342						331
Raw materials			420						414
Inventories			$	1,218					$	1,247

5. Goodwill and Other Intangible Assets

Changes in the carrying amount of Goodwill for the three months ended December 31, 2025, were (in millions):

			Intelligent Devices						Software & Control						Lifecycle Services						Total
Balance as of September 30, 2025			$	904					$	2,440					$	495					$	3,839
Translation			7						6						—						13
Balance as of December 31, 2025			$	911					$	2,446					$	495					$	3,852
Gross carrying value of goodwill			$	911					$	2,446					$	814					$	4,171
Accumulated impairment losses			—						—						(319)						(319)
Goodwill			$	911					$	2,446					$	495					$	3,852

We perform our annual evaluation of goodwill and indefinite life intangible assets for impairment during the second quarter of each year, or more frequently, if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We assessed the changes in events and circumstances during the first quarter of 2026 and concluded that no triggering events, which would require interim quantitative testing, occurred.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Other intangible assets consist of (in millions):

			December 31, 2025
			Carrying Amount						Accumulated Amortization						Net
Amortized intangible assets
Software products			$	108					$	(85)					$	23
Customer relationships			418						(136)						$	282
Technology			656						(288)						$	368
Trademarks			108						(50)						$	58
Other			2						(2)						$	—
Total amortized intangible assets			1,292						(561)						731
Allen-Bradley® trademark not subject to amortization			44						—						44
Other intangible assets			$	1,336					$	(561)					$	775

			September 30, 2025
			Carrying Amount						Accumulated Amortization						Net
Amortized intangible assets
Software products			$	108					$	(83)					$	25
Customer relationships			569						(232)						$	337
Technology			698						(304)						$	394
Trademarks			131						(67)						$	64
Other			6						(6)						$	—
Total amortized intangible assets			1,512						(692)						820
Allen-Bradley® trademark not subject to amortization			44						—						44
Other intangible assets			$	1,556					$	(692)					$	864

Estimated total amortization expense for all amortized intangible assets is $131 million in 2026, $122 million in 2027, $111 million in 2028, $73 million in 2029, and $71 million in 2030.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

6. Short-Term and Long-Term Debt

Our Short-term debt as of December 31, 2025, included commercial paper borrowings of $671 million, with a weighted average interest rate of 3.89 percent, and a weighted average maturity period of 32 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days. Included in Current portion of long-term debt as of December 31, 2025, was $62 million related to the purchase of the Mequon facility in January 2026, referenced in Note 1.

In December 2022, Sensia entered into an unsecured $75 million line of credit. There were no borrowings outstanding under the line of credit as of December 31, 2025, as the credit line matured and closed and outstanding debt was settled with loans from the joint venture partners. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in Short-term debt as of December 31, 2025, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million which in February 2026 was extended to be due June 15, 2026, and $33 million entered into in December 2025 and due June 10, 2026. As of September 30, 2025, the $14 million and $42 million of interest-bearing loans were included in Short-term debt and Long-term debt, respectively. Pursuant to the separation agreement referenced in Note 1, all intercompany debt will be settled by the joint venture parents upon dissolution.

In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the quarter ended December 31, 2025, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period.

The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):

						December 31, 2025												September 30, 2025
						Carrying Value						Fair Value						Carrying Value						Fair Value
Current portion of long-term debt						$	64					$	64					$	2					$	2
Long-term debt						2,574						2,301						2,614						2,350

We base the fair value of Long-term debt upon quoted market prices for the same or similar issues and therefore consider this a level 2 fair value measurement. The fair value of Long-term debt considers the terms of the debt excluding the impact of derivative and hedging activity. Refer to Note 8 for further information regarding levels in the fair value hierarchy. The carrying value of our Short-term debt approximates fair value.

7. Other Current Liabilities

Other current liabilities consist of (in millions):

			December 31, 2025						September 30, 2025
Unrealized losses on foreign exchange contracts			$	21					$	20
Product warranty obligations			22						23
Taxes other than income taxes			49						55
Legacy asbestos-related liabilities			34						34
Accrued interest			41						20
Income taxes payable			184						163
Operating lease liabilities			89						94
Other			90						96
Other current liabilities			$	530					$	505

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

8. Investments

Our investments consist of (in millions):

						December 31, 2025						September 30, 2025
Equity securities (other)						$	108					$	105
Other						79						77
Long-term investments (1)						$	187					$	182

(1) Long-term investments are included in Other assets in the Consolidated Balance Sheet.

Equity Securities

Equity securities (other) consist of various securities that do not have a readily determinable fair value, which we account for using the measurement alternative under U.S. GAAP. These securities are recorded at the investment cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer in the Consolidated Balance Sheet. Observable price changes are classified as level 2 in the fair value hierarchy, as described below. The carrying values at both December 31, 2025, and September 30, 2025, included cumulative upward adjustments from observed price changes of $23 million. The carrying values at both December 31, 2025, and September 30, 2025, included cumulative downward adjustments from observed price changes and impairments of $10 million.

We record gains and losses on investments within the Other income line in the Consolidated Statement of Operations. There were no significant unrealized gains or losses on investments in the three months ended December 31, 2025 and 2024.

U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3: Unobservable inputs for the asset or liability.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers between levels of fair value measurements during the periods presented.

17

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

9. Retirement Benefits

The components of net periodic pension and postretirement benefit cost were (in millions):

			Pension Benefits
			Three Months Ended December 31,
			2025						2024
Service cost			$	9					$	10
Interest cost			34						34
Expected return on plan assets			(42)						(41)
Amortization of net actuarial loss			4						6
Net periodic pension benefit cost			$	5					$	9

			Other Postretirement Benefits
			Three Months Ended December 31,
			2025						2024
Amortization of net actuarial loss			$	1					$	1
Net periodic postretirement benefit cost			$	1					$	1

The service cost component is included in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. All other components are included in Other income in the Consolidated Statement of Operations.

10. Other Income

The components of Other income were (in millions):

						Three Months Ended December 31,
						2025						2024
Interest income						$	3					$	4
Royalty income						3						3
Net legacy asbestos and environmental charges						(1)						(3)
Non-operating pension and postretirement benefit credit						3						—
Other						—						2
Other income						$	8					$	6

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

11. Accumulated Other Comprehensive Loss

Common Stock

Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component for the following periods were (in millions):

Three Months Ended December 31, 2025			Pension and other postretirement benefit plan adjustments, net of tax						Accumulated currency translation adjustments, net of tax						Net unrealized losses on cash flow hedges, net of tax												Total accumulated other comprehensive loss, net of tax
Balance as of September 30, 2025			$	(335)					$	(281)					$	(41)											$	(657)
Other comprehensive income before reclassifications			—						27						3												30
Amounts reclassified from accumulated other comprehensive loss			3						—						—												3
Other comprehensive income			3						27						3												33
Balance as of December 31, 2025			$	(332)					$	(254)					$	(38)											$	(624)

Three Months Ended December 31, 2024			Pension and other postretirement benefit plan adjustments, net of tax						Accumulated currency translation adjustments, net of tax						Net unrealized losses on cash flow hedges, net of tax												Total accumulated other comprehensive loss, net of tax
Balance as of September 30, 2024			$	(431)					$	(297)					$	(44)											$	(772)
Other comprehensive (loss) income before reclassifications			—						(129)						24												(105)
Amounts reclassified from accumulated other comprehensive loss			5						—						—												5
Other comprehensive income (loss)			5						(129)						24												(100)
Balance as of December 31, 2024			$	(426)					$	(426)					$	(20)											$	(872)

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The reclassifications out of Accumulated other comprehensive loss in the Consolidated Statement of Operations were (in millions):

			Three Months Ended December 31,									Affected Line in the Consolidated Statement of Operations
			2025						2024
Pension and other postretirement benefit plan adjustments (1)
Amortization of net actuarial loss			$	5					$	7		Other income
			5						7			Income before income taxes
			(2)						(2)			Income tax provision
			$	3					$	5		Net income attributable to Rockwell Automation, Inc.
Net unrealized losses (gains) on cash flow hedges
Forward exchange contracts			$	—					$	1		Sales
Forward exchange contracts			1						(2)			Cost of sales
Treasury locks related to 2019 and 2021 debt issuances			—						1			Interest expense
			1						—			Income before income taxes
			(1)						—			Income tax provision
			$	—					$	—		Net income attributable to Rockwell Automation, Inc.
Total reclassifications			$	3					$	5		Net income attributable to Rockwell Automation, Inc.

(1) These components are included in the computation of net periodic pension and postretirement benefit cost. See Note 9 for further information.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

12. Commitments and Contingent Liabilities

Various lawsuits, claims, and proceedings have been or may be instituted or asserted against us relating to the conduct of our business, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, and contract matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims, or proceedings may be disposed of unfavorably to us, we believe the disposition of matters that are pending or have been asserted will not have a material effect on our business, financial condition, or results of operations. The following outlines additional background for obligations associated with asbestos, divested businesses, and intellectual property.

We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. Currently there are lawsuits that name us as defendants, together with hundreds of other companies. But in all cases, for those claimants who do show that they worked with our products or products of divested businesses for which we are responsible, we nevertheless believe we have meritorious defenses, in substantial part due to the integrity of the products, the encapsulated nature of any asbestos-containing components, and the lack of any impairing medical condition caused by our products. We defend those cases vigorously. However, certain of our agreements relating to divested businesses do not provide us the ability to directly control management of those claims, and our ongoing reimbursement of outside counsel and other expenses relating to defense of such claims represent the vast majority of our annual asbestos net litigation spend. Historically, we have been dismissed from the vast majority of asbestos claims with no payment to claimants.

Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these asbestos claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these claims for many years into the future. The uncertainties of claim litigation make it difficult to predict accurately the ultimate outcome. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending these claims, we do not believe these lawsuits will have a material effect on our business, financial condition, or results of operations.

We have, from time to time, divested certain of our businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible to satisfy those liabilities if the divested business is unable to do so. We do not believe these liabilities will have a material effect on our business, financial condition, or results of operations.

In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of sale and at times in other contracts with third parties. As of December 31, 2025, we were not aware of any material indemnification claims that were probable or reasonably possible of an unfavorable outcome. Historically, claims that have been made under the indemnification agreements have not had a material impact on our business, financial condition, or results of operations; however, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our business, financial condition, or results of operations in a particular period.

13. Restructuring Charges

In 2024, we recorded restructuring charges of $97 million ($73 million, net of tax or $0.64 per diluted share) related to actions in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins. The charges included $92 million for severance benefits and $5 million for strategic advisory services related to the targeted severance actions. During 2025 we reversed $5 million of accruals primarily due to attrition without payment of severance.

We expect the total cash expenditures associated with these restructuring actions to be $92 million. We paid $10 million and $14 million during the three months ended December 31, 2025 and 2024, respectively. Accruals remaining under these restructuring actions were $17 million and $27 million at December 31, 2025, and September 30, 2025, respectively.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

14. Income Taxes

At the end of each interim period, we estimate a base effective tax rate that we expect for the full year based on our most recent forecast of pre-tax income, permanent book and tax differences, and global tax planning strategies. We use this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant unusual items and items that are reported net of their related tax effects in the period in which they occur.

The effective tax rate was 11.7 percent for the three months ended December 31, 2025, compared to 16.4 percent for the three months ended December 31, 2024. The effective tax rate was lower than the U.S. statutory rate of 21 percent for the three months ended December 31, 2025 and 2024, primarily due to higher discrete tax benefits, including a tax benefit related to the anticipated dissolution of the Sensia joint venture, and excess income tax benefits on share-based compensation.

Our final payment of $97 million related to the U.S. transition tax under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) will be paid in the second quarter of 2026 and is classified in Other current liabilities in the Consolidated Balance Sheet as of December 31, 2025, and September 30, 2025.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. The enactment of this regulation applies beginning this fiscal year, resulting in an approximate increase to our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid. Furthermore, the side-by-side agreement released by the OECD on January 5, 2026, has not altered the anticipated increase in our effective tax rate.

Unrecognized Tax Benefits

The amount of gross unrecognized tax benefits was $27 million at December 31, 2025, and $29 million at September 30, 2025, respectively, of which the entire amount would reduce our effective tax rate if recognized.

Accrued interest and penalties related to unrecognized tax benefits were $2 million at both December 31, 2025 and September 30, 2025. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision.

We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $22 million in the next 12 months as a result of the resolution of tax matters in various global jurisdictions and the lapses of statutes of limitations. If all of the unrecognized tax benefits were recognized, the net reduction to our income tax provision, including the recognition of interest and penalties and offsetting tax assets, could be up to $23 million.

We conduct business globally and are routinely audited by the various tax jurisdictions in which we operate. We are no longer subject to U.S. federal income tax examinations for years before 2018, state and local income tax examinations for years before 2014, and foreign income tax examinations for years before 2008.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

15. Business Segment Information

Sales and operating results of our reportable segments were (in millions):

						Three Months Ended December 31, 2025
						Intelligent Devices						Software & Control						Lifecycle Services						Total
Sales						$	953					$	629					$	523					$	2,105
Less:
Segment cost of sales						(532)						(187)						(344)
Segment selling, general and administrative expenses						(192)						(152)						(93)
Segment engineering and development expenses						(63)						(95)						(14)
Other segment items (1)						(1)						1						2
Segment operating earnings						$	165					$	196					$	74					435
Purchase accounting depreciation and amortization																								(32)
Corporate and other																								(30)
Non-operating pension and postretirement benefit credit																								3
Net legacy asbestos and environmental charges																								(1)
Cost associated with dissolution of Sensia																								(4)
Interest expense, net																								(29)
Income before income taxes																								$	342

(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.

						Three Months Ended December 31, 2024
						Intelligent Devices						Software & Control						Lifecycle Services						Total
Sales						$	806					$	529					$	546					$	1,881
Less:
Segment cost of sales						(439)						(160)						(368)
Segment selling, general and administrative expenses						(183)						(151)						(99)
Segment engineering and development expenses						(61)						(83)						(12)
Other segment items (1)						(3)						(2)						1
Segment operating earnings						$	120					$	133					$	68					321
Purchase accounting depreciation and amortization																								(35)
Corporate and other																								(35)
Non-operating pension and postretirement benefit credit																								—
Net legacy asbestos and environmental charges (2)																								(3)
Cost associated with dissolution of Sensia																								—
Interest expense, net																								(35)
Income before income taxes																								$	213

(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.

(2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Among other considerations, we evaluate performance and allocate resources based upon segment operating earnings before purchase accounting depreciation and amortization, corporate and other, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, cost associated with dissolution of Sensia, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net. Our chief operating decision maker (CODM), our Chief Executive Officer, uses segment operating earnings as the key performance metric to regularly monitor performance compared to prior periods, annual operating plan, and forecasts and to make decisions. The Company does not report total assets or capital expenditures by segment for internal reporting purposes as our CODM does not assess performance, make strategic decisions, or allocate resources based on assets.

Depending on the product, intersegment sales within a single legal entity are either at cost or cost plus a mark-up, which does not necessarily represent a market price. Sales between legal entities are at an appropriate transfer price. Segment selling, general and administrative expenses represent costs directly managed by the segments and allocated to the segments. We allocate costs related to shared segment operating activities to the segments consistent with the methodology used by management to assess segment performance.

We conduct a significant portion of our business activities outside the United States. We attribute sales to the geographic regions based on the country of destination. Sales in North America include $1,237 million and $1,052 million related to the U.S. for the three months ended December 31, 2025 and 2024, respectively. Refer to Note 2 for disaggregation of revenue by segment and region.

In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors. Sales to our two largest distributors in December 31, 2025, and 2024, which are attributable to all three segments, were approximately 20 percent of our total sales.

The following table summarizes the provision for depreciation and amortization for each of the reportable segments and Corporate (in millions):

						Three Months Ended December 31, 2025						Three Months Ended December 31, 2024
Depreciation and amortization
Intelligent Devices						$	17					$	18
Software & Control						20						14
Lifecycle Services						9						10
Corporate						1						1
Total						47						43
Purchase accounting depreciation and amortization						32						35
Total						$	79					$	78

Depreciation expense has been allocated to segment operating earnings based on the expected benefit to be realized by each segment.

24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareowners of

Rockwell Automation, Inc.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Rockwell Automation, Inc. and subsidiaries (the "Company") as of December 31, 2025, the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for the three-month periods ended December 31, 2025 and 2024, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2025, and the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for the year then ended (not presented herein); and in our report dated November 12, 2025, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding a change in accounting principle. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

February 5, 2026

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend”, and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:

•macroeconomic factors, including inflation, global and regional business conditions (including adverse impacts in certain markets, such as Oil & Gas), commodity prices, currency exchange rates, the cyclical nature of our customers’ capital spending, and sovereign debt concerns;

•laws, regulations, and governmental policies affecting our activities in the countries where we do business, including those related to trade policies, including tariffs, taxation, trade controls, cybersecurity, and climate change;

•the severity and duration of disruptions to our business due to natural disasters (including those as a result of climate change), pandemics, acts of war, strikes, terrorism, social unrest or other causes;

•the availability and price of components and materials;

•the availability, effectiveness, and security of our information technology systems;

•our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our hardware and software products, solutions, and services;

•the successful execution of our cost productivity and margin expansion initiatives;

•our ability to attract, develop, and retain qualified employees;

•the successful integration and management of strategic transactions and achievement of the expected benefits of these transactions;

•the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;

•our ability to manage and mitigate the risks associated with our solutions and services businesses;

•competitive hardware and software products, solutions, and services, pricing pressures, and our ability to provide high quality products, solutions, and services;

•the availability and cost of capital;

•disruptions to our distribution channels or the failure of distributors to develop and maintain capabilities to sell our products;

•intellectual property infringement claims by others and the ability to protect our intellectual property;

•the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;

•the uncertainties of litigation, including liabilities related to the safety and security of the hardware and software products, solutions, and services we sell;

•our ability to manage costs related to employee retirement and health care benefits; and

•other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.

These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. See Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025, and Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q for more information.

Non-GAAP Measures

The following discussion includes organic sales, total segment operating earnings and margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate, and free cash flow, which are non-GAAP measures. See Supplemental Sales Information for a reconciliation of reported sales to organic sales and a discussion of why we believe this non-GAAP measure is useful to investors. See Summary of Results of Operations for a reconciliation of Income before income taxes to total segment operating earnings and margin and a discussion of why we believe these non-GAAP measures are useful to investors. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for a reconciliation of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively, and a discussion of why we believe these non-GAAP measures are useful to investors. See Financial Condition for a reconciliation of Cash provided by operating activities to free cash flow and a discussion of why we believe this non-GAAP measure is useful to investors.

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Overview

Rockwell Automation, Inc. is the world’s largest company dedicated to industrial automation and digital transformation. Overall demand for our hardware and software products, solutions, and services is driven by: 

•investments in manufacturing, including new facilities or production lines, upgrades, modifications and expansions of existing facilities or production lines;

•investments in basic materials production capacity, which may be related to commodity pricing levels;

•our customers’ needs for faster time to market, agility to address evolving consumer preferences, operational productivity, asset management and reliability, and business resilience, including security and enterprise risk management;

•our customers’ needs to continuously improve quality, safety, and sustainability;

•industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;

•levels of global industrial production and capacity utilization;

•regional factors that include local political, social, regulatory, and economic circumstances; and

•the spending patterns of our customers due to their annual budgeting processes and their working schedules.

Long-term Strategy

As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation.

Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations. We see converging megatrends including digitization and artificial intelligence, energy transition and sustainability, shifting demographics, and an increased need for resiliency.

Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:

•achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;

•grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new markets;

•add 1% average annual growth from annual recurring revenue;

•add 1% average annual growth from acquisitions; and

•deliver profitable growth within a disciplined financial framework.

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U.S. Economic Trends

In the first quarter of 2026, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:

•The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.

•The Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.

The table below depicts trends in these indicators since the quarter ended September 2024. These figures are as of February 5, 2026, and are subject to revision by the issuing organizations. Through December, the IP index did not significantly change from the fourth quarter of fiscal 2025. Manufacturing PMI results remained below 50 for each of the months in the fourth quarter of fiscal 2025 and have been below 50 for ten consecutive months. In January 2026, Manufacturing PMI increased to 52.6, 4.7 points higher than December 2025, and the highest level since August 2022.

			Manufacturing IP Index						PMI
Fiscal 2026 quarter ended:
December 2025			97.4						47.9
Fiscal 2025 quarter ended:
September 2025			97.5						49.1
June 2025			96.9						49.0
March 2025			96.8						49.0
December 2024			95.5						49.2
Fiscal 2024 quarter ended:
September 2024			95.6						47.5

Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. PPI growth did not significantly change from the fourth quarter of 2025, and remains in the low single digits.

Non-U.S. Economic Trends

In the first quarter of 2026, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial output outside the U.S. was mostly positive in the first quarter of fiscal 2026. Manufacturing PMI readings outside the U.S were mixed with readings in Asia Pacific generally better than readings in Europe, Canada, Mexico, and Brazil.

Outlook

We continue to manage the impact of tariffs through actions including pricing and the use of alternative sources of materials and redundant manufacturing locations. Resiliency actions we took in recent years enable us to build certain high value product lines in more than one geographic location. In consideration of these mitigating actions, tariff costs are expected to be neutral to EPS in fiscal 2026.

In the first quarter of 2026, we announced plans to build a new greenfield manufacturing site in Southeastern Wisconsin, and in the second quarter we confirmed New Berlin, Wisconsin as the specific site location. The facility has the potential to be the company’s largest manufacturing campus globally, with a significant footprint and the flexibility to scale operations. Additionally, in January we completed the purchase of our Mequon, Wisconsin facility, which we had previously leased and continue to use for engineering and development and manufacturing. These projects are aligned with the previously announced $2 billion investment in plants, digital infrastructure, and talent to grow share, build resilience, and expand margins over the next five years.

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Summary of Results of Operations

The following table reflects our sales and operating results (in millions, except per share amounts and percentages):

			Three Months Ended December 31,
			2025						2024
Sales
Intelligent Devices (a)			$	953					$	806
Software & Control (b)			629						529
Lifecycle Services (c)			523						546
Total sales (d)			$	2,105					$	1,881
Segment operating earnings (1)
Intelligent Devices (e)			$	165					$	120
Software & Control (f)			196						133
Lifecycle Services (g)			74						68
Total segment operating earnings (2) (h)			435						321
Purchase accounting depreciation and amortization			(32)						(35)
Corporate and other			(30)						(35)
Non-operating pension and postretirement benefit credit			3						—
Net legacy asbestos and environmental charges (3)			(1)						(3)
Cost associated with dissolution of Sensia			(4)						—
Interest expense, net			(29)						(35)
Income before income taxes (i)			342						213
Income tax provision			(40)						(35)
Net income			302						178
Net loss attributable to noncontrolling interests			(3)						(6)
Net income attributable to Rockwell Automation			$	305					$	184
Diluted EPS			$	2.69					$	1.61
Adjusted EPS (4)			$	2.75					$	1.85
Diluted weighted average outstanding shares			112.9						113.5
Pre-tax margin (i/d)			16.2		%				11.3		%
Intelligent Devices segment operating margin (e/a)			17.3		%				14.9		%
Software & Control segment operating margin (f/b)			31.2		%				25.1		%
Lifecycle Services segment operating margin (g/c)			14.1		%				12.5		%
Total segment operating margin (2) (h/d)			20.7		%				17.1		%

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(1) See Note 15 in the Consolidated Financial Statements for the definition of segment operating earnings.

(2) Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, corporate and other, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, cost associated with dissolution of Sensia, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.

(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Three months ended December 31, 2024 has been recast to conform to current year presentation.

(4) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.

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Three Months Ended December 31, 2025, Compared to Three Months Ended December 31, 2024

Sales

Sales increased 12 percent year over year in the three months ended December 31, 2025. Organic sales increased 10 percent year over year in the three months ended December 31, 2025. Currency translation increased sales by 2 percent in the three months ended December 31, 2025. Volume increased total company sales by approximately 7 percent year over year in the three months ended December 31, 2025, driven by the Software & Control and Intelligent Devices segments. Pricing increased total company sales by approximately 3 percent year over year in the three months ended December 31, 2025, driven by the Intelligent Devices segment.

The table below presents our sales, attributed to the geographic regions based upon country of destination, and the percentage change from the same period a year ago (in millions, except percentages):

									Change vs.						Change in Organic Sales (1) vs.
			Three Months Ended December 31, 2025						Three Months Ended December 31, 2024						Three Months Ended December 31, 2024
North America			$	1,339					16		%				16		%
Europe, Middle East, and Africa			372						12		%				4		%
Asia Pacific			255						2		%				2		%
Latin America			139						(6)		%				(12)		%
Total Company Sales			$	2,105					12		%				10		%

(1) Organic sales and organic sales growth exclude the effect of acquisitions, changes in currency exchange rates, and divestitures. See Supplemental Sales Information for information on these non-GAAP measures.

Corporate and Other

Corporate and other expenses were $30 million in the three months ended December 31, 2025, compared to $35 million in the three months ended December 31, 2024.

Income before Income Taxes

Income before income taxes increased to $342 million in the three months ended December 31, 2025, from $213 million in the three months ended December 31, 2024. Pre-tax margin was 16.2% in the first quarter of 2026 compared to 11.3% in the first quarter of 2025. Total segment operating earnings increased to $435 million in the three months ended December 31, 2025, from $321 million in the three months ended December 31, 2024. Total segment operating margin in the first quarter of 2026 was 20.7% compared to 17.1% in the first quarter of 2025. Pre-tax margin and total segment operating margin increased primarily due to higher sales volume, positive impact of price realization exceeding input costs, including productivity, and favorable mix, partially offset by higher compensation.

Income Taxes

The effective tax rate for the three months ended December 31, 2025, was 11.7 percent compared to 16.4 percent for the three months ended December 31, 2024. The decrease in the effective tax rate was primarily due to higher discrete tax benefits, including a tax benefit related to the anticipated dissolution of the Sensia joint venture, and excess income tax benefits on share-based compensation. Our Adjusted Effective Tax Rate for the three months ended December 31, 2025, was 17.3 percent compared to 17.7 percent for the three months ended December 31, 2024.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. The enactment of this regulation applies beginning this fiscal year, resulting in an approximate increase in our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid. Furthermore, the side-by-side agreement released by the OECD on January 5, 2026, has not altered the anticipated increase in our effective tax rate.

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Diluted EPS and Adjusted EPS

Fiscal 2026 first quarter Net income attributable to Rockwell Automation was $305 million or $2.69 per share, compared to $184 million or $1.61 per share in the first quarter of fiscal 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin and a lower effective tax rate. Adjusted EPS was $2.75 in the first quarter of 2026, up 49 percent compared to $1.85 in the first quarter of 2025, primarily due to higher segment operating margin.

Intelligent Devices

Sales

Intelligent Devices sales increased 18 percent year over year in the three months ended December 31, 2025. Organic sales increased 16 percent year over year, and the effects of currency translation increased sales by 2 percent year over year in the three months ended December 31, 2025. For the three months ended December 31, 2025, reported sales increased in all regions, except for Latin America, and organic sales increased in North America and Asia-Pacific, while decreasing in Latin America and Europe, Middle East, and Africa.

Segment Operating Margin

Intelligent Devices segment operating earnings increased 38 percent year over year in the three months ended December 31, 2025. Segment operating margin increased to 17.3 percent in the three months ended December 31, 2025, from 14.9 percent in the same period a year ago, primarily due to higher sales volume, partially offset by the effects of currency translation and higher compensation.

Software & Control

Sales

Software & Control sales increased 19 percent year over year in the three months ended December 31, 2025. Organic sales increased 17 percent year over year, and the effects of currency translation increased sales by 2 percent year over year in the three months ended December 31, 2025. For the three months ended December 31, 2025, reported and organic sales increased in all regions.

Segment Operating Margin

Software & Control segment operating earnings increased 47 percent year over year in the three months ended December 31, 2025. Segment operating margin increased to 31.2 percent in the three months ended December 31, 2025, from 25.1 percent in the same period a year ago, primarily due to higher sales volume, partially offset by higher compensation.

Lifecycle Services

Sales

Lifecycle Services sales decreased 4 percent year over year in the three months ended December 31, 2025. Organic sales decreased 6 percent, and the effects of currency translation increased sales by 2 percent year over year in the three months ended December 31, 2025. For the three months ended December 31, 2025, reported and organic sales decreased in all regions, except Europe, Middle East and Africa.

Segment Operating Margin

Lifecycle Services segment operating earnings increased 9 percent year over year in the three months ended December 31, 2025. Segment operating margin increased to 14.1 percent in the three months ended December 31, 2025, from 12.5 percent in the same period a year ago, primarily due to productivity and project execution, partially offset by lower sales volume and higher compensation.

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Supplemental Segment Information

Purchase accounting depreciation and amortization and non-operating pension and postretirement benefit credit are not allocated to our operating segments because these costs are excluded from our measurement of each segment's operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions):

			Three Months Ended December 31,
			2025						2024
Purchase accounting depreciation and amortization
Intelligent Devices			$	10					$	9
Software & Control			17						17
Lifecycle Services			5						9
Non-operating pension and postretirement benefit credit
Intelligent Devices			$	(1)					$	—
Software & Control			(1)						—
Lifecycle Services			(2)						(1)

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Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit credit, purchase accounting depreciation and amortization attributable to Rockwell Automation, net legacy asbestos and environmental charges, cost and tax items associated with dissolution of Sensia attributable to Rockwell Automation, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects. See Note 9 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude cost, net of tax, and tax items associated with the anticipated dissolution of the Sensia joint venture attributable to Rockwell Automation. We recognized these costs and tax items in fiscal 2026 in conjunction with a fiscal 2025 decision by the partners to pursue dissolution, which is expected to close on April 1, 2026. We believe the change to our definition provides a more useful presentation of our operating performance to investors as these costs and tax effects are not reflective of our ongoing operations. We did not revise prior years because there were no similar amounts.

We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net Income attributable to Rockwell Automation, diluted EPS, and effective tax rate.

The following are reconciliations of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively (in millions, except per share amounts and percentages):

			Three Months Ended December 31,
			2025						2024
Net income attributable to Rockwell Automation			$	305					$	184
Non-operating pension and postretirement benefit credit			(3)						—
Tax effect of non-operating pension and postretirement credit			1						—
Purchase accounting depreciation and amortization attributable to Rockwell Automation			31						33
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation			(7)						(8)
Net legacy asbestos and environmental charges			1						3
Tax effect of legacy asbestos and environmental charges			—						(1)
Cost associated with dissolution of Sensia attributable to Rockwell Automation			3						—
Tax effects associated with dissolution of Sensia attributable to Rockwell Automation			$	(20)					$	—
Adjusted Income			$	311					$	211
Diluted EPS			$	2.69					$	1.61
Non-operating pension and postretirement benefit credit, net of tax			(0.02)						—
Purchase accounting depreciation and amortization attributable to Rockwell Automation, net of tax			0.22						0.22
Net legacy asbestos and environmental charges, net of tax			0.01						0.02
Cost, net of tax, and tax items associated with dissolution of Sensia attributable to Rockwell Automation			(0.15)						—
Adjusted EPS			$	2.75					$	1.85
Effective tax rate			11.7		%				16.4		%
Tax effect of non-operating pension and postretirement benefit credit			(0.2)		%				—		%
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation			0.9		%				1.1		%
Tax effect of net legacy asbestos and environmental charges			(0.1)		%				0.2		%
Tax effect associated with dissolution of Sensia attributable to Rockwell Automation			5.0		%				—		%
Adjusted Effective Tax Rate			17.3		%				17.7		%

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Financial Condition

The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows (in millions):

			Three Months Ended December 31,
			2025						2024
Cash provided by (used for)
Operating activities			$	234					$	364
Investing activities			(69)						(83)
Financing activities			(153)						(254)
Effect of exchange rate changes on cash			3						(27)
Increase in cash, cash equivalents, and cash included in assets held for sale			$	15					$	—

The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):

			Three Months Ended December 31,
			2025						2024
Cash provided by operating activities			$	234					$	364
Capital expenditures			(64)						(71)
Free cash flow			$	170					$	293

Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.

Cash provided by operating activities was $234 million for the three months ended December 31, 2025, compared to $364 million for the three months ended December 31, 2024. Free cash flow was $170 million for the three months ended December 31, 2025, compared to $293 million for the three months ended December 31, 2024. The year over year decreases in cash provided by operating activities and free cash flow were primarily due to the payout of incentive compensation in the first quarter of fiscal 2026 related to fiscal 2025 performance while no incentive compensation was paid in fiscal 2025 related to fiscal 2024 performance, and increases in working capital, partially offset by higher pre-tax income.

Our Short-term debt as of December 31, 2025, included commercial paper borrowings of $671 million, with a weighted average interest rate of 3.89 percent, and a weighted average maturity period of 32 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days. Included in Current portion of long-term debt as of December 31, 2025, was $62 million related to the purchase of the Mequon facility in January 2026, referenced in Note 1 in the Consolidated Financial Statements.

In December 2022, Sensia entered into an unsecured $75 million line of credit. There were no borrowings outstanding under the line of credit as of December 31, 2025, as the credit line matured and closed and outstanding debt was settled with loans from the joint venture partners. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in Short-term debt as of December 31, 2025, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million which in February 2026 was extended to be due June 15, 2026, and $33 million entered into in December 2025, and due June 10, 2026. As of September 30, 2025, the $14 million of interest-bearing loans and $42 million of interest-bearing loans were included in Short-term debt and Long-term debt, respectively. Pursuant to the separation agreement referenced in Note 1 in the Consolidated Financial Statements, all intercompany debt will be settled by the joint venture parents upon dissolution.

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We repurchased approximately 0.4 million shares of our common stock under our share repurchase program in the first three months of 2026. The total cost of these shares was $154 million, of which $2 million was recorded in Accounts payable at December 31, 2025, related to shares that did not settle until January 2026. Excise tax of $1 million was paid during the three months ended December 31, 2024, related to our 2023 share repurchases. At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 0.4 million shares of our common stock under our share repurchase program in the first three months of 2025. The total cost of these shares was $99 million, of which $1 million was recorded in Accounts payable at December 31, 2024, related to shares that did not settle until January 2025. Our decision to repurchase shares in the remainder of 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At December 31, 2025, we had approximately $773 million remaining for share repurchases under our existing board authorization. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.

We expect future uses of cash to include capital expenditures, working capital requirements, dividends to shareowners, repurchases of common stock, repayments of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, commercial paper borrowings, or new issuances of debt or other securities. In addition, we have access to unsecured credit facilities with various banks.

At December 31, 2025, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to allocate capital resources among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Act, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested.

In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the quarter ended December 31, 2025, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period.

Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. This access to funds to repay maturing commercial paper is an important factor in maintaining the short-term credit ratings set forth in the table below. Under our current policy with respect to these ratings, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.

Separate short-term unsecured credit facilities of approximately $276 million at December 31, 2025, were available to non-U.S. subsidiaries, of which, approximately $35 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at December 31, 2025, and September 30, 2025, were not significant. We were in compliance with all covenants under our credit facilities at December 31, 2025, and September 30, 2025. There are no significant commitment fees or compensating balance requirements under our credit facilities.

The following is a summary of our credit ratings as of February 5, 2026:

Credit Rating Agency

Short-Term Rating

Long-Term Rating

Outlook

Standard & Poor’s

A-2

A-

Stable

Moody’s

P-2

A3

Stable

Fitch Ratings

F1

A

Stable

Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit ratings and market conditions. We have not experienced any difficulty in accessing the commercial paper market. If our access to the commercial paper market is adversely affected due to a change in market conditions or otherwise, we would expect to rely on a combination of available cash and our unsecured committed credit facility to provide short-term funding. In such event, the cost of borrowings under our unsecured committed credit facility could be higher than the cost of commercial paper borrowings.

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We regularly monitor the third-party depository institutions that hold our cash and cash equivalents and short-term investments. We diversify our cash and cash equivalents and short-term investments among counterparties to minimize exposure to any one of these entities.

We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. In 2025 we entered into cross-currency swaps that we designated as a partial hedge of our net investment in certain Euro, Swiss franc, and Chinese yuan functional currency denominated subsidiaries. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.

Net gains and losses related to derivative forward exchange contracts designated as cash flow hedges offset the related gains and losses on the hedged items during the periods in which the hedged items are recognized in earnings. During the three months ended December 31, 2025, we reclassified $1 million in pre-tax net losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. Pre-tax net losses related to cash flow hedges reclassified from Accumulated other comprehensive loss into the Consolidated Statement of Operations were not significant during the three months ended December 31, 2024. As of December 31, 2025, we expect that approximately $9 million of pre-tax net unrealized losses on cash flow hedges will be reclassified into earnings during the next 12 months.

Information with respect to our contractual cash obligations is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

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Supplemental Sales Information

We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure, provides useful information to investors because it reflects regional and operating segment performance from the activities of our businesses without the effect of acquisitions and changes in currency exchange rates. We use organic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures. We attribute sales to the geographic regions based on the country of destination.

The following is a reconciliation of reported sales to organic sales by geographic region (in millions):

			Three Months Ended December 31, 2025																		Three Months Ended December 31, 2024
			Reported Sales												Effect of Changes in Currency												Organic Sales						Reported Sales
North America			$	1,339											$	1											$	1,338					$	1,150
Europe, Middle East, and Africa			372												26												346						332
Asia Pacific			255												(1)												256						251
Latin America			139												9												130						148
Total Company Sales			$	2,105											$	35											$	2,070					$	1,881

The following is a reconciliation of reported sales to organic sales by operating segment (in millions):

			Three Months Ended December 31, 2025																		Three Months Ended December 31, 2024
			Reported Sales												Effect of Changes in Currency												Organic Sales						Reported Sales
Intelligent Devices			$	953											$	16											$	937					$	806
Software & Control			629												10												619						529
Lifecycle Services			523												9												514						546
Total Company Sales			$	2,105											$	35											$	2,070					$	1,881

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Critical Accounting Estimates

We have prepared the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and revenues and expenses during the periods reported. These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Information with respect to accounting estimates that are the most critical to the understanding of our financial statements as they could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Environmental Matters

Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 17 in the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Recent Accounting Pronouncements

See Note 1 in the Consolidated Financial Statements regarding recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information with respect to our exposure to foreign currency risk and interest rate risk is contained in Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures: We, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the quarter covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the quarter covered by this report, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There has not been any change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to our legal proceedings is contained in Item 3. Legal Proceedings, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Item 1A. Risk Factors

Information about our most significant risk factors is contained in Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchases

The table below sets forth information with respect to purchases made by or on behalf of us of shares of our common stock during the three months ended December 31, 2025:

Period						Total Number of Shares Purchased (1)						Average Price Paid Per Share (2)						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
October 1-31, 2025						149,500						$	352.58					149,500						$	874,168,546
November 1-30, 2025						117,000						378.94						117,000						829,832,468
December 1-31, 2025						143,000						399.33						143,000						772,728,087
Total						409,500						$	376.44					409,500

(1) All of the shares purchased during the quarter ended December 31, 2025, were acquired pursuant to the repurchase program described in (3) below.

(2) Average price paid per share includes brokerage commissions.

(3) On September 11, 2024, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. Our repurchase program allows us to repurchase shares at management’s discretion or at our broker’s discretion pursuant to a share repurchase plan subject to price and volume parameters.

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Item 5. Other Information

During the quarter ended December 31, 2025, the following officers of the Company adopted Rule 10b5-1 trading arrangements that are each intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, with such details of the arrangements as further follows:

•Matheus De A G Viera Bulho, Senior Vice President, Software and Control, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026, or the execution of all trades in the trading arrangement. Mr. Bulho’s trading arrangement covers the (i) sale of 1,250 long shares of the Company’s common stock and (ii) exercise of up to 4,706 stock options and the sale of the underlying shares of the Company's common stock.

•Robert L. Buttermore, Senior Vice President and Chief Supply Chain Officer, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026 or the execution of all trades in the trading arrangement. Mr. Buttermore’s trading arrangement covers (i) the sale of 400 long shares of the Company’s common stock and (ii) the exercise of up to 8,532 stock options and the sale of the underlying shares of the Company's common stock.

•Matthew W. Fordenwalt, Senior Vice President, Lifecycle Services, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026, or the execution of all trades in the trading arrangement. Mr. Fordenwalt’s trading arrangement covers the (i) exercise of 3,000 stock options and the sale of the underlying shares of the Company's common stock, and (ii) sale of the number of shares of the Company’s common stock required to be sold to cover taxes on upcoming restricted stock unit vest.

•Scott A. Genereux, Senior Vice President and Chief Revenue Officer, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026, or the execution of all trades in the trading arrangement. Mr. Genereux’s trading arrangement covers the (i) sale of 1,750 long shares of the Company’s common stock and (ii) exercise of 16,207 stock options and the sale of the underlying shares of the Company’s common stock.

•Rebecca W. House, Senior Vice President, Chief People and Legal Officer, and Secretary, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026, or the execution of all trades in the trading arrangement. Ms. House’s trading arrangement covers the exercise of 12,100 stock options and the sale of the underlying shares of the Company's common stock.

•Tessa M. Myers, Senior Vice President, Intelligent Devices, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026, or the execution of all trades in the trading arrangement. Ms. Myers’ trading arrangement covers the sale of 1,985 long shares of the Company’s common stock.

•Christopher Nardecchia, Senior Vice President and Chief Information Officer, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026, or the execution of all trades in the trading arrangement. Mr. Nardecchia’s trading arrangement covers the exercise of up to 17,003 stock options and the sale of the underlying shares of the Company's common stock.

•Christian Rothe, Senior Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on November 25, 2025, that will terminate on the earlier of August 20, 2026, or the execution of all trades in the trading arrangement. Mr. Rothe’s trading arrangement covers the sale of the number of shares of the Company’s common stock required to be sold to cover taxes on upcoming restricted stock unit vest.

•Isaac Woods, Vice President and Treasurer, adopted a Rule 10b5-1 trading arrangement on November 26, 2025, that will terminate on the earlier of October 31, 2026, or the execution of all trades in the trading arrangement. Mr. Woods’ trading arrangement covers the (i) sale of the number of shares not exceeding the value of $150,000, (ii) exercise of up to 900 stock options and the sale of the underlying shares of the Company's common stock, and (iii) sale of the number of shares of the Company’s common stock required to be sold to cover taxes on an upcoming restricted stock unit vest.

For the arrangements above referencing transactions to sell shares to cover taxes on vests, the aggregate number of shares to be sold pursuant to each trading arrangement described above is dependent on the taxes on the applicable restricted stock unit vests, and, therefore, is indeterminable at this time.

During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, no director of the Company adopted or terminated a Rule 10b5-1 trading arrangement, and no officer of the Company terminated a Rule 10b5-1 trading arrangement.

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Table of Contents

Item 6. Exhibits

(a) Exhibits: 

Exhibit 10.1

—

$1,500,000,000 Five-Year Credit Agreement dated as of November 18, 2025, among the Company, the Banks listed on the signature pages thereof and Bank of America, N.A., as Administrative Agent, filed as Exhibit 99 to the Company's Current Report on Form 8-K dated November 21, 2025, is hereby incorporated by reference.

Exhibit 15

—

Letter of Deloitte & Touche LLP regarding Unaudited Financial Information.

Exhibit 31.1

—

Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 31.2

—

Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 32.1

—

Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2

—

Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101

—

Interactive Data Files.

Exhibit 104

—

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ROCKWELL AUTOMATION, INC. (Registrant)

Date:

February 5, 2026

By

/s/ CHRISTIAN E. ROTHE

Christian E. Rothe Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Date:

February 5, 2026

By

/s/ TERRY L. RIESTERER

Terry L. Riesterer Vice President and Controller (Principal Accounting Officer)

43

FAQ

How did Rockwell Automation (ROK) perform financially in the quarter ended December 31, 2025?

Rockwell Automation delivered strong quarterly results with sales of $2.105 billion, up 12% year over year. Net income attributable to the company reached $305 million, and diluted EPS increased to $2.69 from $1.61, reflecting higher margins and volume.

What was Rockwell Automation’s Adjusted EPS and margin performance for this 10-Q period?

Adjusted EPS was $2.75, up 49% from $1.85 a year earlier. Total segment operating margin improved to 20.7% from 17.1%, while overall pre-tax margin rose to 16.2%, driven by higher sales, pricing exceeding input costs, and favorable business mix.

How did Rockwell Automation’s business segments perform in the latest quarter?

All segments showed solid profitability. Intelligent Devices sales rose to $953 million with a 17.3% margin, Software & Control sales reached $629 million with a 31.2% margin, and Lifecycle Services delivered $523 million in sales with a 14.1% segment operating margin.

What were Rockwell Automation’s cash flow and free cash flow in this 10-Q?

Rockwell Automation generated $234 million of cash from operating activities and $170 million of free cash flow. These figures were lower than the prior year, mainly due to incentive compensation payouts tied to fiscal 2025 performance and higher working capital requirements.

How is Rockwell Automation’s balance sheet and liquidity position described in the filing?

The company reported $444 million in cash and cash equivalents and $671 million of commercial paper borrowings. It also has a $1.5 billion unsecured revolving credit facility expiring in November 2030, which was undrawn during the quarter, supporting overall liquidity flexibility.

What tax rate did Rockwell Automation report, and what affected it this quarter?

The effective tax rate was 11.7%, down from 16.4% a year earlier, mainly due to higher discrete tax benefits. These included a tax benefit related to the anticipated dissolution of the Sensia joint venture and excess income tax benefits on share-based compensation.

What strategic initiatives and investments did Rockwell Automation highlight in this 10-Q?

Rockwell highlighted plans for a new greenfield manufacturing site in Southeastern Wisconsin and the purchase of its Mequon, Wisconsin facility. These projects support a previously announced $2 billion multi-year investment in plants, digital infrastructure, and talent to grow share and expand margins.