Rockwell Automation OKs 2026 Long-Term Incentive Plan

Rockwell Automation, Inc. shareowners approved a new 2026 Long-Term Incentives Plan at the February 10, 2026 annual meeting.

Rhea-AI Filing Summary

Rockwell Automation, Inc. shareowners approved a new 2026 Long-Term Incentives Plan at the February 10, 2026 annual meeting. The plan authorizes delivery of 10.6 million shares of common stock for future equity awards, plus additional shares that may return from prior plans if awards expire, are forfeited, cancelled, or settled in cash.

The 2026 plan supports a wide range of incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and unrestricted stock for directors. Board approval was contingent on shareowner approval to meet New York Stock Exchange rules and federal tax requirements for incentive stock options.

Insights

Equity Compensation & Governance Analyst

Rockwell Automation gain approval for a sizable new equity incentive pool.

Rockwell Automation shareowners approved a 2026 Long-Term Incentives Plan authorizing 10.6 million shares for future equity awards, with additional shares potentially recycling from older plans. The plan covers options, stock units, performance awards, and unrestricted stock for directors.

This structure gives the company flexibility in how it delivers compensation across employees and directors while aligning with New York Stock Exchange requirements and federal tax rules for incentive stock options. Actual dilution will depend on the pace and form of grants made under the plan over time.

Investors tracking share-based compensation can reference the 2026 plan and the related proxy statement filed on December 22, 2025 for detailed terms, including how expiring or cash-settled awards under prior plans can increase available shares.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Rockwell Automation (ROK) shareowners approve regarding the 2026 Long-Term Incentives Plan?

Shareowners approved Rockwell Automation’s 2026 Long-Term Incentives Plan, authorizing 10.6 million shares for future equity awards. The plan will be used for options, stock units, performance-based awards, and director stock, replacing prior plans over time and supporting long-term compensation strategy.

How many shares are authorized under Rockwell Automation’s 2026 Long-Term Incentives Plan?

The 2026 plan authorizes 10.6 million shares of Rockwell Automation common stock for incentive awards. Additional shares can be added from older 2020 and 2012 incentive plans when awards expire, are forfeited, cancelled, or settled in cash instead of stock, increasing available capacity.

What types of awards can Rockwell Automation grant under the 2026 Long-Term Incentives Plan?

The plan allows stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares for participants. Directors may also receive unrestricted shares. This gives Rockwell Automation flexibility to tailor long-term compensation structures across different roles and performance conditions.

Why was shareowner approval required for Rockwell Automation’s 2026 Long-Term Incentives Plan?

Shareowner approval was required to comply with New York Stock Exchange rules and federal income tax requirements for incentive stock options. Without this approval, certain option grants might not receive favorable tax treatment, and the company would not meet applicable listing standards for equity compensation plans.

How do prior Rockwell Automation incentive plans interact with the 2026 Long-Term Incentives Plan?

The 2026 plan can receive shares from the 2020 and 2012 Long-Term Incentives Plans when awards under those plans expire, are forfeited or cancelled, or are settled in cash. Those returning shares increase the pool available for new grants under the 2026 plan going forward.

Where can investors find full details on Rockwell Automation’s 2026 Long-Term Incentives Plan?

Full details are provided in Rockwell Automation’s definitive proxy statement filed December 22, 2025. The complete 2026 Long-Term Incentives Plan is attached there as Appendix A and incorporated by reference as Exhibit 10.1, describing eligibility, award types, and share-counting mechanisms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/17/2026 - 04:22 PM Learn about SEC filing dates

ROCKWELL AUTOMATION, INC false 0001024478 0001024478 2026-02-10 2026-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 17, 2026 (February 10, 2026)

Rockwell Automation, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-12383		25-1797617
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1201 South Second Street

Milwaukee, Wisconsin 53204

(Address of Principal Executive Offices) (Zip Code)

(414) 382-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

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

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2026, at the annual meeting of shareowners of Rockwell Automation, Inc. (the “Company”), the Company’s shareowners approved the Rockwell Automation, Inc. 2026 Long-Term Incentives Plan (the “2026 Plan”). The 2026 Plan permits grants to be made from time to time as stock options, which may be non-qualified options or, solely for participants who are employees, incentive stock options eligible for special tax treatment, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, or, solely for participants who are directors, shares of stock not subject to any restrictions. The number of shares of the Company’s common stock authorized for delivery under the 2026 Plan is 10.6 million, plus any shares of common stock subject to awards granted under the Rockwell Automation, Inc. 2020 Long-Term Incentives Plan and the Rockwell Automation, Inc. 2012 Long-Term Incentives Plan that expire or are forfeited or cancelled, or shares that were covered by an award where the benefit is paid in cash instead of shares. The Company’s Board of Directors approved the 2026 Plan subject to shareowner approval. Shareowner approval was obtained in order to comply with the applicable requirements of the New York Stock Exchange. Shareowner approval was also necessary under the federal income tax rules with respect to the qualification of incentive stock options. Additional details about the 2026 Plan are set forth in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2025 (the “Proxy Statement”). The foregoing description of the 2026 Plan is not complete and is qualified in its entirety by reference to the 2026 Plan, a copy of which is included as Appendix A to the Proxy Statement and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Rockwell Automation, Inc 2026 Long-Term Incentives Plan (incorporated by reference to Appendix A to Rockwell Automation, Inc.’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 22, 2025).
104		Cover Page Interactive Data File, formatted in inline XBRL.

(Page 2 of 3)

SIGNATURE

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

ROCKWELL AUTOMATION, INC.
(Registrant)
By:		/s/ Rebecca W. House
		Rebecca W. House
		Senior Vice President, Chief People and Legal Officer and Secretary

Date: February 17, 2026

(Page 3 of 3)

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB