Roper Technologies (NYSE: ROP) replaces prior loan with new $3.5B facility

Rhea-AI Filing Summary

Roper Technologies entered a new five-year unsecured credit agreement providing a $3.50 billion revolving credit facility, including up to $150.0 million for letters of credit, of which $60.0 million is committed. The facility allows additional term loans or revolving commitments up to $1.00 billion under certain conditions.

Loans may be term SOFR or ABR, with SOFR spreads ranging from 0.795%–1.300% and, based on the current rating, 0.920% for SOFR loans and 0.000% for ABR loans. The company must maintain a Total Debt to Total Capital Ratio of 0.65 to 1.00 or less and may prepay borrowings without premium or penalty.

Roper can add foreign subsidiaries as borrowers, whose obligations it will guarantee, while its own obligations are not guaranteed by subsidiaries unless designated later. The new facility replaces the prior unsecured credit facility, which had $2.0 billion of principal and about $6.2 million of letters of credit outstanding at termination.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Revolving credit facility size: $3.50 billion Letter-of-credit sublimit: $150.0 million Committed letter-of-credit amount: $60.0 million +5 more

8 metrics

Revolving credit facility size $3.50 billion New five-year unsecured revolving credit facility

Letter-of-credit sublimit $150.0 million Maximum letters of credit under new facility

Committed letter-of-credit amount $60.0 million Committed portion of letter-of-credit availability

Accordion capacity $1.00 billion Potential additional term loans or revolving commitments

SOFR loan spread at current rating 0.920% per annum Spread over applicable Term SOFR rate

ABR loan spread at current rating 0.000% per annum Spread over Alternate Base Rate

Leverage covenant 0.65 to 1.00 Required Total Debt to Total Capital Ratio or less

Prior facility principal outstanding $2.0 billion Outstanding at termination of prior credit agreement

Key Terms

revolving credit facility, Term SOFR loan, ABR Loan, Total Debt to Total Capital Ratio, +2 more

6 terms

revolving credit facility financial

"The new facility comprises a five-year $3.50 billion revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Term SOFR loan financial

"Loans under the Credit Agreement can be borrowed as term SOFR loans or ABR Loans"

ABR Loan financial

"Each ABR Loan will bear interest at a rate per annum equal to the Alternate Base Rate"

Total Debt to Total Capital Ratio financial

"The Credit Agreement requires the Company to maintain a Total Debt to Total Capital Ratio of 0.65 to 1.00 or less"

letters of credit financial

"which includes availability of up to $150.0 million for letters of credit"

A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.

unsecured credit facility financial

"entered into a new five-year unsecured credit facility"

Understanding 8-K Material Events →

ROPER TECHNOLOGIES INC DE FL false 0000882835 0000882835 2026-03-30 2026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

April 1, 2026 (March 30, 2026)

Date of Report (Date of earliest event reported)

ROPER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction

of incorporation)

1-12273		51-0263969
(Commission File Number)		(IRS Employer Identification No.)

6496 UNIVERISTY PARKWAY, SARASOTA, FLORIDA		34240
(Address of principal executive offices)		(Zip Code)

(941) 556-2601

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

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

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

☐ 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(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value		ROP		The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 1.01 Entry Into a Material Definitive Agreement.

On March 30, 2026, Roper Technologies, Inc. (the “Company” or “Roper”) entered into a new five-year unsecured credit facility (the “Credit Agreement”) among Roper, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents, and PNC Bank, National Association, Truist Bank, U.S Bank National Association, The Huntington National Bank, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, and MUFG Bank, Ltd., as documentation agents, which replaces its existing $3.50 billion unsecured credit facility, dated as of July 21, 2022. The new facility comprises a five-year $3.50 billion revolving credit facility, which includes availability of up to $150.0 million for letters of credit, of which $60.0 million shall be committed. Loans under the facility will be available in dollars, and letters of credit will be available in dollars and other currencies to be agreed. The Company may also, subject to compliance with specified conditions, request additional term loans or revolving credit commitments in an aggregate amount not to exceed $1.00 billion. Terms used in this Item 1.01 and not defined herein have the meanings ascribed to them in the Credit Agreement.

The Company will have the right to add foreign subsidiaries as borrowers under the Credit Agreement, subject to the satisfaction of specified conditions. The Company will guarantee the payment and performance by the foreign subsidiary borrowers of their obligations under the Credit Agreement. The Company’s obligations under the Credit Agreement are not guaranteed by any of its subsidiaries. However, the Company has the right, subject to the satisfaction of certain conditions set forth in the Credit Agreement, to cause any of its wholly-owned domestic subsidiaries to become guarantors.

Loans under the Credit Agreement can be borrowed as term SOFR loans or ABR Loans, at the Company’s option. Each term SOFR loan will bear interest at a rate per annum equal to the applicable Term SOFR rate plus a spread ranging from 0.795% to 1.300%, as determined by the Company’s senior unsecured long-term debt rating at such time. Based on the Company’s current rating, the spread for SOFR loans would be 0.920%. Each ABR Loan will bear interest at a rate per annum equal to the Alternate Base Rate plus a spread ranging from 0.000% to 0.300%, as determined by the Company’s senior unsecured long-term debt rating at such time. Based on the Company’s current rating, the spread for ABR Loans would be 0.000%.

Outstanding letters of credit issued under the Credit Agreement will be charged a quarterly fee depending on the Company’s senior unsecured long-term debt rating. Based on the Company’s current rating, the quarterly fee would be payable at a rate of 0.920% per annum, plus a fronting fee of 0.125% per annum on the undrawn and unexpired amount of all letters of credit.

Additionally, the Company will pay a quarterly facility fee on the used and unused portions of the revolving credit facility depending on the Company’s senior unsecured long-term debt rating. Based on the Company’s current rating, the quarterly fee would accrue at a rate of 0.080% per annum.

Amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of customary events of default. The Credit Agreement requires the Company to maintain a Total Debt to Total Capital Ratio of 0.65 to 1.00 or less. Borrowings under the Credit Agreement are prepayable at Roper’s option at any time in whole or in part without premium or penalty.

Roper and its affiliates maintain various commercial and service relationships with certain of the lenders under the Credit Agreement and their affiliates in the ordinary course of business. In the ordinary course of their respective businesses, certain of the lenders and the other parties to the Credit Agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with Roper and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.

The description above is a summary and is qualified in its entirety by the Credit Agreement which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with its entry into the Credit Agreement, on March 30, 2026, Roper terminated its five-year unsecured credit facility (the “Credit Agreement”) among Roper, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as syndication agents, and Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S Bank, National Association, as documentation agents. As of the date of termination, $2.0 billion of principal was outstanding under the Prior Credit Agreement, and a USD equivalent amount of approximately $6.2 million of letters of credit was outstanding.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Please see Item 1.01 above, which information is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1		Credit Agreement dated as of March 30, 2026, among Roper Technologies, Inc., the foreign subsidiary borrowers from time to time party thereto, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents, and PNC Bank, National Association, Truist Bank, U.S Bank National Association, The Huntington National Bank, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, and MUFG Bank, Ltd., as documentation agents.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

		ROPER TECHNOLOGIES, INC.
By:		/s/ John K. Stipancich
Name:		John K. Stipancich
Title:		Executive Vice President, General Counsel and Corporate Secretary
Date:		April 1, 2026

FAQ

What new credit facility did Roper Technologies (ROP) enter into?

Roper Technologies entered a new five-year unsecured revolving credit facility totaling $3.50 billion. It includes capacity for letters of credit and optional additional term loans or revolving commitments, giving the company a large, flexible source of bank financing for general corporate purposes.

How large is the revolving credit facility available to Roper Technologies (ROP)?

The revolving credit facility provides up to $3.50 billion of borrowing capacity. Within this, up to $150.0 million is available for letters of credit, including a committed $60.0 million tranche, supporting the company’s liquidity and trade or performance-related obligations with banking partners.

What are the interest rate terms on Roper Technologies’ new credit agreement?

Loans can be term SOFR or ABR based. Term SOFR loans carry a spread between 0.795% and 1.300%, with 0.920% applying at Roper’s current rating. ABR Loans carry a spread from 0.000% to 0.300%, with 0.000% applicable at the company’s present unsecured rating.

What financial covenant does Roper Technologies (ROP) need to maintain under the new facility?

The company must keep its Total Debt to Total Capital Ratio at or below 0.65 to 1.00. This covenant helps limit overall leverage and is a standard lender protection feature tied to the company’s balance sheet structure over the life of the five-year facility.

Can Roper Technologies add foreign subsidiaries as borrowers under the new credit agreement?

Yes. Roper may add foreign subsidiaries as borrowers if specific conditions are satisfied. The company will guarantee these subsidiaries’ obligations, while its own obligations are not automatically guaranteed by subsidiaries unless they are later designated as guarantors under the agreement.

What happened to Roper Technologies’ prior unsecured credit facility?

In connection with entering the new credit agreement, Roper terminated its prior five-year unsecured credit facility. At termination, $2.0 billion of principal and a USD equivalent of about $6.2 million in letters of credit were outstanding under the former arrangement.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 660.6 KB

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