[8-K] Roper Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

On August 12, 2025, Roper Technologies, Inc. completed the issuance and sale of $2,000,000,000 of senior unsecured notes: $500,000,000 of 4.250% notes due 2028, $500,000,000 of 4.450% notes due 2030 and $1,000,000,000 of 5.100% notes due 2035. The securities were offered under the company's Form S-3ASR registration (Registration No. 333-282807) and sold pursuant to an Underwriting Agreement dated August 7, 2025, with BofA Securities, J.P. Morgan Securities and Wells Fargo Securities acting as representatives of the underwriters.

The notes were issued under the existing Indenture dated November 26, 2018, as supplemented by an Officer's Certificate dated August 12, 2025. The current report files the Underwriting Agreement and the Officer's Certificate as exhibits, together with customary legal opinions and consents.

Positive

• $2.0 billion in capital was successfully raised through the offering
• Notes span multiple maturities—2028, 2030 and 2035—providing staggered debt maturities
• Offering executed under an existing Form S-3ASR registration, facilitating streamlined issuance
• Underwritten by major banks: BofA Securities, J.P. Morgan Securities and Wells Fargo Securities

Negative

• The company incurred additional $2.0 billion of senior unsecured indebtedness with fixed interest obligations
• Weighted coupons include a 5.100% coupon on the 2035 tranche, representing higher long-term fixed interest cost

Insights

Debt Capital Markets Specialist

TL;DR: Roper raised $2.0B through a three-tranche senior unsecured offering across near-, medium- and longer-term maturities.

The filing documents a substantial debt issuance totaling $2.0 billion split into 2028, 2030 and 2035 maturities with fixed coupons of 4.250%, 4.450% and 5.100%, respectively. The offering was underwritten by major banks and executed off an S-3 registration, streamlining execution and liquidity. This is a material financing event that increases contractual debt obligations and establishes multiple future fixed-rate interest commitments; the filing includes the underwriting agreement, officer's certificate and legal opinion.

Corporate Finance Analyst

TL;DR: This is a material capital markets transaction completing a $2.0B unsecured note placement under existing registration and indenture.

The company documented the issuance process and legal supplements, including the Indenture supplement and officer certification. The structure—three fixed-rate tranches—provides certainty on interest costs for each maturity. The disclosure is procedural and specific to the financing; no use-of-proceeds or covenant changes are described in this report.

ROPER TECHNOLOGIES INC false 0000882835 0000882835 2025-08-12 2025-08-12

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

August 12, 2025

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 University Parkway
Sarasota, Florida		34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(941) 556-2601

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

(FORMER NAME OR 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 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(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 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On August 12, 2025, Roper Technologies, Inc. (the “Company”) consummated the issuance and sale of $2,000,000,000 in aggregate principal amount of senior unsecured notes consisting of: (i) $500,000,000 aggregate principal amount of its 4.250% Senior Notes due 2028 (the “2028 Notes”), (ii) $500,000,000 aggregate principal amount of its 4.450% Senior Notes due 2030 (the “2030 Notes”) and (iii) $1,000,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 (collectively with the 2028 Notes and the 2030 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated August 7, 2025, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto. The Notes have been issued pursuant to an Indenture, dated as of November 26, 2018, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Indenture”), as supplemented by an Officer’s Certificate, dated August 12, 2025 (the “Officer’s Certificate”).

The Notes were offered and sold pursuant to the Company’s Registration Statement on Form S-3ASR, dated October 24, 2024 (Registration No. 333-282807), including the prospectus contained therein (the “Registration Statement”), and a related preliminary prospectus supplement, dated August 7, 2025, and a final prospectus supplement, dated August 7, 2025.

The Underwriting Agreement is filed herewith as Exhibit 1.1. The material terms and conditions of the Notes are set forth in the Officer’s Certificate filed herewith as Exhibit 4.1 and incorporated herein by reference and in the Indenture filed as Exhibit 4.1 to the Registration Statement on Form S-3ASR, filed on November 26, 2018 (Registration No. 333-228532).

The foregoing description of the Notes and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these Notes and documents, forms or copies of which are attached as exhibits (or incorporated by reference) to this current report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1		Underwriting Agreement, dated August 7, 2025, by and among Roper Technologies, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto.
4.1		Officer’s Certificate setting forth the terms of the Notes (with forms of Notes attached).
5.1		Opinion of Jones Day.
23.1		Consent of Jones Day (contained in Exhibit 5.1).
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.
				(Registrant)
Date: August 12, 2025				By:		/s/ Jason P. Conley
						Jason P. Conley
						Executive Vice President and Chief Financial Officer

FAQ

When did Roper Technologies (ROP) issue these notes?

August 12, 2025.

How much debt did ROP issue and what are the tranches?

$2,000,000,000 total: $500,000,000 4.250% due 2028; $500,000,000 4.450% due 2030; $1,000,000,000 5.100% due 2035.

Under what agreement and registration were the notes offered?

Underwriting Agreement dated August 7, 2025, offered pursuant to the company's Form S-3ASR registration (Registration No. 333-282807).

Who were the lead underwriters for the offering?

BofA Securities, J.P. Morgan Securities and Wells Fargo Securities served as representatives of the underwriters.

What exhibits were filed with the current report?

Exhibit 1.1 (Underwriting Agreement), Exhibit 4.1 (Officer's Certificate with forms of Notes), Exhibit 5.1 (Opinion of Jones Day) and Exhibit 23.1 (Consent of Jones Day).